REG - Panther Metals PLC - Final Results
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RNS Number : 4144G Panther Metals PLC 29 April 2025
Company Registration No. 009753V (Isle of Man)
PANTHER METALS PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PANTHER METALS PLC
COMPANY INFORMATION
Directors
Darren Hazelwood (Chief Executive
Officer)
Nicholas O'Reilly (Executive
Chairman)
Simon Rothschild (Non-executive Director)
Tracy Hughes (Non-executive
Director)
Katherine O'Reilly (Non-executive
Director)
Secretary
Cavendish Secretaries Limited
Company
number
009753V (Isle of Man)
Registered office 19-21
Circular Road
Douglas
IM1 1AF
Isle of Man
Auditors
Keelings Limited
Broad House
The Broadway
Old Hatfield
Hertfordshire
AL9 5BG
United Kingdom
Lawyers Orrick,
Herrington & Sutcliffe (UK) LLP
107 Cheapside
London
EC2V 6DN
United Kingdom
Bankers
Bank
of Montreal
595 Burrard Street
Vancouver
V7X1L7
Canada
Lloyds Bank PLC
1 Bancroft
Hitchin
SG25 1JQ
United Kingdom
Registrars Computershare
Investor Services (Jersey) Limited
Queensway House,
Hilgrove Street
St. Helier
Jersey
JE1 1ES
Channel Islands
PANTHER METALS PLC
CONTENTS
Page
STRATEGY AND PERFORMANCE
Chairman's
Statement
1
Strategic Report
2
GOVERNANCE
Corporate Governance
Statement
30
Compliance with the QCA Code of
Practice
35
Directors' Report
38
Statement of Directors' Responsibilities
41
Directors' Remuneration Report
43
INDEPENDENT AUDITORS' REPORT
52
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive
Income 59
Consolidated and Company Statement of Financial
Position 60
Consolidated and Company Statement of Cash
Flows 61
Consolidated Statement of Changes in Equity
62
Company Statement of Changes in Equity
63
Notes to the Financial
Statements
64
The 2024 reporting year saw significant developments at the Dotted Lake
Project following the award of the Exploration Permit in July, and as Panther
focussed on the critical mineral potential offered by the ultramafic intrusive
system on the northern limb of the Schreiber-Helmo Greenstone Belt. An
additional soil sampling programme supported by the Ontario Junior Exploration
Program ("OJEP"), extended high-resolution soil survey coverage to 5.5km
strike length over high priority targets and delineating highly anomalous,
regionally significant, nickel and cobalt anomalies coincident with ultramafic
intrusive targets along the eastern north shore of Dotted Lake.
The five hole (1,558m), Phase 1 Diamond Drilling Programme undertaken during
October/November successfully defined the extensive ultramafic body, modelled
from Panther's airborne geophysics data, as a mineralised magnesium-rich
serpentinite carrying the platinum group elements, platinum (Pt) and palladium
(Pd), as well as nickel (Ni), chromium (Cr) and silver (Ag). The drilling
confirmed the intrusive displays distinct ultramafic layering pointing to the
Dotted Lake project being part of a Fertile Mineral System. Post period end,
Panther was delighted to note that drill hole DL24-002, which was ended within
the intrusive body, is displaying strengthening nickel grade layering with
depth, with the bottom two layers intersected each exceed 3% Ni equivalent
over a combined 19.5m wide interval. This layering bodes very well for grades
continuing to increase with depth towards the base of the intrusive. This
layering is the subject of ongoing interpretation and modelling work.
We also extended the Obonga Project purchase agreement with Broken Rock
Resources, and additional Exploration Permit applications were lodged and
successfully awarded for further drilling at the Wishbone volcanogenic massive
sulphide (VMS) copper-zinc target and over the Awkward Prospect which is
targeting magmatic conduit hosted nickel sulphide as well as graphite.
Existing permits are in place for work over the VMS targets at the Obonga
Project's Survey Lake and Ottertooth prospects and for the Silver Rim target
which hosts exceptionally anomalous rare earth element lake sediment assays.
High resolution drone-based airborne magnetic geophysical surveys and
inversion modelling was completed by Pioneer Exploration Consultants, over
these three prospects in advance of the permitted work.
With the graphite intersection in drill hole AW-P1-1 at the Awkward Prospect
being extended to 27.2m @ 2.25 % Total Graphitic Carbon (TGC), Bayside
Geoscience conducted geological fieldwork targeting crystalline or 'flake'
graphite, in advance of further planned drone magnetitic and drone VLF
geophysics survey work at both Awkward and Wishbone.
Panther continues to nurture our important relationships with First Nation
stakeholders, local community and governmental relations, to maintain the
Company's standing as an active explorer dedicated to make a positive impact
for all concerned. In corporate activities, Panther raised £375,000 in the
period through a placing and directors made additional on-market share
purchases in the Company.
We have now advanced our Dotted Lake and Obonga projects, beyond generative
exploration to delineate multiple drill ready discovery and resource targets
that now demand our focus. It was against this backdrop that the Company took
the difficult decision to terminate the option and sale and purchase agreement
with Shear Gold Exploration Corporation over the Manitou Lakes Project on the
Eagle - Manitou Lakes Greenstone Belt in Ontario, Canada.
The Board and I are extremely pleased with the work and developments during
2024, and I would like to thank everyone involved for their hard work and
dedication. The Company's positive trajectory is poised to accelerate as we
investigate the dual listing of the Company in Canada to leverage the
advantageous critical minerals focussed Flow-Through tax exploration funding
scheme for both Obonga and Dotted Lake.
Nicholas O'Reilly
Executive Chairman
28 April 2025
Results
The loss at Group level for this year after taxation was £2,212,416 (2023:
profit £269,184) and at company level £1,940,312 (2023: profit £321,477).
Review of the Business and Operations
Mineral Exploration in Ontario, Canada
Key operational milestones achieved during the year are as follows:
Obonga Project Background
· Total Area: 291 km(2)
· Prospective for: Base Metals (Copper, Zinc, Lead, Nickel)
and Precious Metals (Gold, Silver and Platinum Group Metals) with Energy
Mineral (Lithium, Graphite) potential.
· Significant Neighbours: Mattabi Mine (Glencore) and Sturgeon Lake
VMS Camp to west, Lac des Iles Mine (Impala Canada) to south.
· Potential: Canada's Next Mining District
The Obonga Project is Panther's flagship project, which has advanced from a
greenfield regional data based target area, through proof of concept to
drilling success and base metal VMS and graphite discoveries. The project
covers 90% (291 km(2)) of the district scale Obonga Greenstone Belt in
northwest Ontario.
Panther has achieved significant milestones through successful drilling
campaigns at Obonga's Wishbone prospect, revealing a substantial Volcanogenic
Massive Sulphide system. The Wishbone discovery, a first of its kind on the
Obonga Greenstone Belt, is characterised by impressive drill hole intercepts,
including 27.3m of massive sulphide and 51m of sulphide-dominated
mineralisation.
Further drilling in late 2022 reaffirmed the potential, with intersections
such as 3.6m @ 3.9% Zn, including 2m @ 6.8% Zn & 4.3 g/t Ag, indicating
proximity to metal-fertile fluid flow. The discovery of the Wishbone VMS
system is pivotal, boding well for the existence of additional VMS bodies in
the vicinity, given their tendency to occur in clusters.
The Survey and Awkward targets have also benefitted from preliminary drilling,
confirming VMS style mineralisation at Survey with a 29m wide intercept of
cyclical semi-massive and disseminated sulphide, with graphite discovered at
Awkward. This, coupled with the Wishbone discovery, solidifies the Obonga
Greenstone Belt's status as a new emerging VMS Camp.
The Obonga Greenstone Belt, with its emerging VMS Camp status, is
strategically positioned close to national railroad transport links and the
industrial port city of Thunder Bay. Moreover, it is approximately 75km east
of the former Mattabi/Sturgeon Lake Mining Camp on the Wabigoon Greenstone
Belt, underlining its advantageous geological and logistical position.
The presence of significant gold occurrences, base metals, and promising
exploration results in the Obonga Greenstone Belt contribute to its appeal as
a potential mining district. This strategic positioning makes it an attractive
prospect for future resource development and exploration.
Obonga 2024 Developments
On 11 January 2024 the Company provided the additional graphite assay results
for drill hole BBR22_AW-P1-1, following additional sample submissions
targeting crystalline or 'flake' graphite. The additional sampling was part of
a review of the graphitic core drilled at the Awkward Prospect in the autumn
of 2022 and a comprehensive historical data review which has extended the
graphite potential.
The Awkward Prospect area is also prospective for sulphide bearing magmatic
conduits and graphite and is located in the eastern side of the Obonga Project
Highlights
· Updated graphite assay results for drill hole BBR22_AW-P1-1,
following further sample submissions. BBR22_AW-P1-1 was drilled to test a
geophysical modelled conductive target at the western end of a 730m long
conductive lineament 'Trend 3'.
· Samples analysed by ALS Laboratories for Total Graphitic
Carbon ('TGC') analysis (by method C- IR18) in order to confirm the presence
of crystalline 'flake' graphite.
· Results extend the downhole intersection of graphitic carbon to
27.2m @ 2.25 % TGC between 12m to 43.3m downhole.
· Key downhole Total Graphitic Carbon ('TGC') intersections as
follows:
· 27.2 m @ 2.25 % TGC from 12m downhole, including;
o 4.0 m @ 3.64 % TGC from 14.0 m, with 1.0 m @ 5.15 % TGC from 16.0 m ;
o 6.0 m @ 3.60 % TGC from 19.0 m, with 1.0 m @ 5.12 % TGC from 21.0 m ; and
o 8.0 m @ 2.42 % TGC from 27.0 m, with 2.0 m @ 4.16 % TGC from 29.0 m
downhole.
· Additional geophysical plate modelling has the prospect of
extending Trend 3 a further 4.1km eastwards.
· Factoring the additional claim package recently acquired by
Panther, initial geological interpretation suggests a preliminary graphite
target area in the region of 21.5 km(2) across the Awkward and Awkward East
prospect areas.
· Historic data review notes graphite at surface and abundant in some
units within the wider exploration area.
On 1 February 2024 Panther announced it had submitted an Exploration Permit
application for additional drilling following the discovery of VMS base metal
mineralisation on the Obonga Project's Wishbone Prospect. The Exploration
Permit application was submitted in collaboration with Broken Rock Resources
Ltd., and concerns planned work within 19 Single Cell Mining Claims in the
Kashishibog Lake Area and Uneven Lake Area administrative regions (Figure
1). The application covered a planned series of up to 39 diamond core drill
holes and associated down-hole geophysics surveys spread across the Wishbone
Prospect in the centre-west of the Obonga area. The Wishbone application
supplemented Exploration Permit PR-22-000116 which covers work through to 14
July 2025 at Obonga's Survey VMS discovery, and the Ottertooth and Silver
Rim prospect areas.
Figure 1: Wishbone Exploration Permit Planned Drill Pads and Access
On 5 March 2024 the Company announced an extension to the Obonga
Project purchase agreement with Broken Rock Resources Ltd. The revised
agreement allows for an additional year to meet the exploration commitment
(announced 2 August 2021) over Panther's flagship project, which has
advanced from a greenfield regional data-based target area, through proof of
concept to drilling success and base metal VMS and graphite discoveries. The
Panther exploration commitment entails funding 8,000 meters of drilling on
Obonga (and all associated costs including assay results and core storage);
and to make available a budget of not less than CAN$1,000,000 (which has
already been met by Panther) over an initial four year period, ending 31
July 2025, to fund all other operating costs on the area covered by the Claims
(including trail building, field work, community relations, access rights and
personnel costs).
On 2 April 2024 Panther announced the submission of Exploration Permit
application PR-24-000059 for additional drilling following the intersection of
significant widths of graphite mineralisation comprising 27.2m @ 2.25 % Total
Graphitic Carbon, on the eastern extension of the Awkward Prospect.
The Exploration Permit application concerned planned work within 35 Single
Cell Mining Claims in the Puddy Lake Area and Obonga Lake Area administrative
regions and covered a planned series of up to 31 diamond core drill pads and
associated down-hole and surface geophysics surveys spread across the Awkward
East application area on the eastern side of the Obonga Project (Table 1).
The Awkward East claims covering a total area of 7.25km(2) are covered by a
Purchase Agreement announced on 29 December 2023.
Table 1: Awkward East Exploration Permit Application and Prospect Details
Exploration Permit Application Number (Administrative Area & Claim Prospect Name (location) Targeting & Exploration Rational Requested / Planned Activities
numbers)
Awkward East Targeting graphite mineralisation to east of previous drilling intersection. · Mechanised Drilling (up to 31 diamond core drill holes)
PR-24-000059
(Eastern side of Obonga Project) · Down-hole Electromagnetic ("EM") Geophysics
(Puddy Lake Area and Obonga Lake Area Plate modelling of airborne electromagnetic geophysics data shows potential
targets for graphite and/or sulphide mineralisation.
· Airborne drone magnetic high resolution survey
Cells: 638074, 638075, 638076, 638077, 638078, 638079, 638080, 638081,
638082, 638083, 638084, 638085, 638086, 638087, 638088, 638089, 638090, Historical reports note graphite at surface and within a historical drill hole
638091, 638092, 638093, 638094, 638095, 638096, 638097, 638098, 638099, in the area. · Ground EM, Magnetic and Induced Polarisation Geophysics Surveys
638100, 638101, 638102, 638103, 638104, 638105, 638106, 638107, 638108)
· Exploration Camp for 15 persons
· Access Trails to link with existing logging trails from the north of
the Obonga Project area.
On 22 April 2024 the Company announced a second Exploration Permit application
PR-24-000076 for additional drilling within 21 Mining Claims on the western
side of the Awkward Prospect. The Awkward West application covered a planned
series of up to 31 diamond core drill pads and associated down-hole and
surface geophysics surveys (Table 2).
On 24 May 2024 the Company announced the commissioning of Pioneer Exploration
Consultants Ltd. ("Pioneer") to conduct an estimated 430 line/km high
resolution 25m line spacing airborne drone magnetic geophysical survey at
Obonga. Pioneer were initially commissioned to cover the three VMS prospect
areas at Wishbone, Survey Lake and the Ottertooth, with the Awkward and Silver
Rim prospects subsequently added to the planned survey list. Pioneer completed
the surveys over the Survey, Ottertooth and Silver Rim prospects during July
with the remaining surveys rescheduled for 2025, due to availability and the
autumn moose harvest season.
The high-resolution magnetic surveys provided a variety of data products,
including three-dimensional ("3D") inversion models that will help refine
planned drill hole orientations to target high grade base metal zones at
depth, as well as providing inputs for the mineral system modelling.
On 30 May 2024 Panther announced the appointment of Bayside Geoscience
Inc ("Bayside"), a highly experienced independent geological consulting
company, to commence graphite focussed ground exploration work on the Awkward
and Awkward East prospect areas on the eastern side of the Obonga Project.
The Bayside work programme followed on from a comprehensive data review,
initially targeting numerous surface occurrences of graphite noted in
historical reports, and with the objective of mapping the strike extensions of
the wide graphite mineralisation intersected by the Panther drill hole
BBR22_AW-P1-1 which was drilled to test a geophysical modelled conductive
target at the western end of a 730m long conductive lineament 'Trend 3'.
Ground prospecting and additional plate modelling has the potential of
extending the conductive Trend 3 a further 4.1 km eastwards.
As reported on 1 July 2024, over the course of two separate visits,
interspersed by a week-long period of bad weather which prevented helicopter
access, the Bayside team successfully traversed and mapped five separate
regions along strike and parallel to Panther's graphite drill discovery and
the conductive plate modelling targets based on the regional electromagnetic
geophysical data. They mapped out metavolcanic and metasedimentary rock
packages constrained by gabbroic intrusives that are orientated strike
parallel to the conductive plates. Encouragingly more competent rock units at
a number of localities displayed distinct tourmaline veining, a metamorphic
hydrothermal mineral that often forms in association with graphite and with
gold.
On 19 July 2024 the Company announced the receipt of Exploration Permit
PR-24-000076 covering the Awkward West Prospect, it is valid through to 17
July 2027 and allows for a comprehensive programme of works over the Awkward
West area which includes both the 730m long 'Trend 3' graphite target and the
Awkward magmatic feeder conduit target focused on a
nickel-copper-platinum-palladium discovery.
Awarded in association with Broken Rock Resources Ltd and Karen Siltamaki,
the Permit covers a planned series of up to 31 diamond core drill hole pads
and associated down-hole geophysics surveys, and up to 12 pits or trenches
spread across the Awkward West target area (see Table 2 and Figure 2). The
permitted work follows on from the drilling conducted by Panther in 2022.
The Awkward West Permit supplements Exploration Permit PR-22-000116 which
covers work through to 14 July 2025 at Obonga's Survey VMS discovery, and
the Ottertooth and Silver Rim prospect areas; and Exploration Permit
PR-24-000022 which covers the Wishbone VMS target area through to 20 June
2027.
Table 2: Awkward West Exploration Permit and Prospect Details
Exploration Permit Application Number (Administrative Area & Claim Prospect Name (location) Targeting & Exploration Rational Requested / Planned Activities
numbers)
PR-24-000076 Awkward (West) Targeting graphite mineralisation to north of previous drilling intersection. · Mechanised Drilling (up to 31 diamond core drill holes)
(Puddy Lake Area and Obonga Lake Area (Eastern side of Obonga Project) · Down-hole Electromagnetic ("EM") Geophysics
Plate modelling of airborne electromagnetic geophysics data shows potential
targets for graphite and/or platinum group element sulphide mineralisation.
Cells: 503963, 503964, 503965, 503966, 503967, 503968, 503969, 503970, · Airborne drone magnetic high resolution survey
503971, 503972, 503973, 503974, 564422, 564425, 564429, 564432, 672121, ,
845433, 845450, 845451, 845452)
· Ground EM, Magnetic and Induced Polarisation Geophysics Surveys
· Pitting/Trenching at 12 locations
· Exploration Camp for 15 persons
· Access Trails to link with existing logging trails from the north of
the Obonga Project area.
Figure 2: Awkward West Exploration Permit PR-24-000076 Permitted, Claim Cells,
Drill Pads, Camp and Access
Dotted Lake Project Background: Critical Mineral Potential
· Total Area: 36.9 km(2)
· Prospective for: Base Metals (Nickel, Cobalt, Copper, Zinc)
and Precious Metals (Gold, Silver, and Platinum Group Metals)
· Significant Neighbours: Barrick Gold (Hemlo Mine) to south, GT
Resources (TSXV: GT) (Glencore 16.7% stake) to east.
The Dotted Lake Project encompasses a substantial 36.9 km² (Figure 3) within
the North Limb of the Schreiber-Helmo Greenstone Belt, situated 16 km north of
Barrick Gold's Hemlo Gold Mine which has produced over 22 Moz of gold over 30
years to date and 9 km from GT Resources recent discovery at West Pickle
Lake on their Tyko One Belt. The area is considered very prospective for
ultramafic intrusive related nickel and base metal mineralisation as well as
gold.
Panther acquired 100% of the Dotted Lake Project in July 2020. An extensive
soil programme conducted in 2021 identified numerous gold and base metal
targets, all within the same geological footprint as Hemlo. Following the
reopening of a historical trail providing direct access to the target
location, an initial drilling programme in the autumn of 2021 confirmed the
presence of gold mineralisation within this system with anomalous gold
continuing along strike and present within the surrounding area. Dotted Lake
sits upon 2.7-billion-year-old, Archaean age, rocks that form the
north-eastern 'Dotted Lake Arm' of the Schreiber-Hemlo Greenstone
Belt. Geology consists sequences of foliated, fine grained, dark green,
amphibole rich metavolcanic rocks situated within an east-northeast trending
isoclinal syncline. The metavolcanics have been intruded by granitoid rocks of
the Dotted Lake Batholith in the southeast of the property whilst In the
northeast an ultramafic intrusive complex flanks the two.
Panther's airborne electromagnetic and magnetics geophysics survey, extensive
soil sampling and diamond drilling, have laid the groundwork for potential
discoveries.
Figure 3: Location of the Dotted Lake Project, East of Thunder Bay, Ontario,
Canada
On 22 February 2021, Panther announced the receipt of the processed
high-resolution Airborne TDEM and Mag geophysics survey data and associated
maps and report over the Dotted Lake Property on the north limb of
the Schreiber-Hemlo greenstone belt in Ontario, Canada. Prospectair
Geosurveys had conducted the helicopter 818 line-km survey over a series of
seven flights between 9-11 December 2020. A total of 138 geophysical
anomalies were identified by the survey, with high priority anomalies
prioritised for follow-up ground investigation.
In June 2021, Panther contracted the experienced Thunder
Bay based Fladgate Exploration Consulting Corporation to undertake a soil
geochemistry sampling programme over a 1.60km by 0.85km target area. The soil
geochemistry survey was designed to build out and in-fill the westerly strike
extensions of high-grade gold mineralisation intersected by historical
trenching undertaken by a previous licence holder in 2010 (Tr-10-4) and as
confirmed during Panther's reconnaissance sampling (gold up to 18.9g/t Au)
announced 5 November 2020. The soil survey provided important geochemical
coverage of target structures outlined by Panther's airborne geophysical
survey (see Figures 4 & 5) and delineated a 1.3km long shear-related gold
anomaly striking westward from the site of Panther's Dotted Lake drill
hole. A total of 18 multi-element anomalies were also identified including
areas of very strong nickel in soil.
Figure 4: Dotted Lake Geochemical Soil Sampling Anomalies
Nickel and Cobalt Targets
Panther also digitised historical exploration data in conjunction with the
airborne and soil survey data. This work has defined a new area, in the
northeast of the Dotted Lake property, which is also considered very
prospective zone for nickel mineralisation and which is underlain by an
ultramafic intrusive complex. The historical geochemical soil survey data
based on work undertaken by Clear Mines Ltd in August 1983, shows a 2.8km
long linear broadly east-west striking zone of elevated nickel in soil
coinciding with a mapped ultramafic / gabbro intrusive unit and a distinct
geophysical anomaly (Figure 5).
The Clear Mines Survey consisted of 577 soil samples analysed for 27
elements, collected on a series of north-south lines directly to the east of
the Panther 2021 soil survey area. Nickel is elevated across the prospect area
defined by highs ranging 137 - 235 ppm Ni and peaking at 614ppm Ni in the
eastern end. Other soil anomalies across the Ni Target include cobalt (Co) up
to 214 ppm Co and copper (Cu) up to 861 ppm Cu.
The western end of the ultramafic intrusive is shown on government mapping to
lie beneath the lake, however the geophysics survey and the Panther soil
survey data indicates that the intrusive rocks extend further to the west and
may underlie the soil survey Anomaly A and Anomaly C (see Figure 5 & 6).
Panther's Ni Target is located 9km west of a new zone of massive
nickel-copper sulphide mineralisation drilled by GT Resources (TSXV: GT) at
their Tyko Project.
Figure 5: Panther Soil Nickel Results and Clear Mines Survey Historical Soil
Assay Results
Figure 6: Map Showing Highly Anomalous Soil Geochemical Results over Airbourne
Total Magnetic Intensity Magnetics and Electromagnetic Imagery
Dotted Lake 2024 Developments
On 10 July 2024 the Company announced the appointment of Abitibi Geophysics
Ltd. ("Abitibi") a well-respected Canada headquartered international
geophysical survey company, to provide geophysical modelling services for the
Dotted Lake Project.
Abitibi undertook 3D inversion modelling and advanced processing (CET Grid
Analysis) of the airborne high-resolution magnetic and time-domain
electromagnetic ("TDEM") geophysical data resulting from the Prospectair
Geosurvey Inc ("Prospectair") survey flown for Panther in 2020.
As well as the 3D magnetic susceptibility inversion models Abitibi
Deliverables included complete digital files; colour levels maps of the
magnetics data inversion at 3 depths of the total magnetic intensity (TMI)
reduced to the pole and its derivatives (1st vertical derivative, analytic
signal, tilt; colour maps of the frequency migration of the EM responses into
early, mid, and late times and of the energy envelope; maps of the recommended
targets, conductors, magnetic trends, and interpreted structures; maps of the
structural analyses and predictive targeting; and ground geophysics follow-up
and drilling recommendations.
Whilst the Abitibi work included the entire Dotted Lake Project area, the
focus of the 2024 fieldwork is the eastern side of the project and the 4.2 km
long trend of high priority soil geochemical and geophysical anomalies in
association with the Dotted Lake ultramafic intrusion.
On 22nd July 2024 Panther announced the receipt of Exploration Permit
PR-23-000215 covering a series of work and drilling at Dotted Lake (Table 3).
The permit is valid through to 17 July 2027 and allows for a comprehensive
programme of critical mineral discovery focussed works on the highly
prospective intrusive linked nickel-copper-cobalt and Platinum Group Metal
targets in the north-east of the Dotted Lake project area (Figure 6).
Table 3: Dotted Lake Exploration Permit and Prospect Details
Exploration Permit Application Number (Administrative Area & Claim Prospect Name (location) Targeting & Exploration Rational Requested Activities
numbers)
PR-23-000215 · Mechanised Drilling (15 diamond core drill pads)
Intrusive related Critical Mineral Target Distinct 2.8km long linear trend of soil anomalies coincident with the
geophysical signature of an interpreted ultramafic body.
(Black River and Olga Lake areas
· Electromagnetic ("EM") and Induced Polarisation ("IP") Geophysics with
associated line cutting
(Ni, Cu, Co, Zn & PGE)
Additional coincident electromagnetic and magnetic target associated with Cu
Cells: 541544 ,541545 ,541546 ,541547 ,541548 ,541549 ,541550 ,541551 ,548348 soil anomalies along strike from a known Zn occurrence.
,548349 ,548350 ,548351 ,548352 ,548353 ,548354 ,548355 ,548356 ,548357
· Up to 36 planned pits / trenches
,548358 ,548359 ,548362 ,548363 ,548364 ,548365 ,548366 ,550121 ,550122 (north and northeast of Dotted Lake property)
,550124 ,550125 ,550126 ,550127 ,550128 ,550129 ,550130 ,600373 ,600379
,600380 ,600384 ,600386 ,600387 ,600388 ,600390 ,600391 ,600392 ,600394 Historical soil anomalies peaking at 614ppm Ni ,
,600395 ,600396 ,600397 ,600399 ,600404 ,600409 ,600410 ,600413 ,600415
· Stripping (unto 10 localities)
,600418 ,600419 ,600421) 861 ppm Cu and 214 ppm Co located east along strike from multi element
anomalies identified by Panther's soil survey grid.
· Exploration camps
· Access trails
Figure 6: Dotted Lake Exploration Permit PR-23-000215 Permitted, Claim Cells,
Drill Pads, Camp and Access
On 17 October 2024 the Company announced that Platinum Diamond Drilling Inc.
had been contracted to undertake a critical mineral focussed Phase 1 diamond
drilling programme and associated access trail logistics. The drilling
programme was focussed on the discovery of Ni, platinum group element ("PGE"),
Au, Co, Cu and bearing sulphide mineralisation associated with the
mafic-ultramafic intrusive complex in the north-east of the Dotted Lake
Project area and comprised up to six planned holes to test an initial four
target areas
Figure 7: Dotted Lake Phase 1 Drill Target Areas
On 21 October 2024 the Company announced that Bayside Geoscience had commenced
a concurrent 1,044 sample geochemistry soil survey in the vicinity of the
drill targets. The survey comprised an extension and infill sampling to
Panther's soil survey grid completed in 2021 which yielded significant Ni, Co,
Cu, Au and PGE anomalies.
The assay results of the soil survey were announced post period end, on 13
March 2025. The soil assays returned standout multielement critical mineral
geochemical anomalies closely linked and coincident with geophysical
anomalies.
Highly anomalous soil assays range up to 1,665 ppm copper, 480 ppm
nickel, 62 ppm cobalt, 190 ppm zinc, 0.99 ppm silver and 377 ppb
gold (Table 4). The soil results delineated multiple new target areas
around Lampson Lake where lake sediment samples returned highly anomalous
readings of over 985 ppm Cu, 130 ppm Zn, 29 ppm Ni, 19 ppm Co and 0.28 g/t Ag.
They also show highly anomalous, regionally significant, nickel and cobalt
anomalies coincident with ultramafic intrusive targets along the eastern north
shore of Dotted Lake ( Figure 8).
Table 4: Highest Three Soil Assay Results for Selected Elements
Selected Element Lower Limit of Detection 1(st) Highest 2(nd) Highest 3(rd) Highest
Copper (Cu) 0.01 ppm 1,665 ppm 1,030 ppm 1,005 ppm
Nickel (Ni) 0.04 ppm 480 ppm 456 ppm 394 ppm
Cobalt (Co) 0.001 ppm 62 ppm 61 ppm 49 ppm
Zinc (Zn) 0.1 ppm 190 ppm 157 ppm 157 ppm
Silver (Ag) 0.001 ppm 0.99 ppm 0.56 ppm 0.50 ppm
Gold (Au) 0.2 ppb 377 ppb 42.2 ppb 30.6 ppb
Table notes: Soil assay results by ALS Laboratories analytical method
ME-MS41L. Limit of detection (LOD) = lower limit of stated method. ppm = parts
per million. ppb = parts per billion. 1 ppm = 1,000 ppb. Results subject to
rounding.
The Soil Survey work is supported by the Ontario Junior Exploration Program
("OJEP"), a provincial government grant to help junior companies finance early
exploration projects. OJEP covers 50% of eligible costs for approved
programmes, with the agreed contribution to Panther for this work totalling
Canadian $56,930.
Figure 8: Significant Gold (top) and Nickel (bottom) Anomalies Trend Right
Across the Survey Area
On 9 December 2024 Panther announced the successful completion of the Phase 1
drilling programme with a total of five diamond drill holes, for 1,558m
drilled across the initial Target Areas C, D, E & F (Figure 7). The final
metreage was an increase of 30% on the initially proposed 1,200m.
The drill core was logged, scanned, photographed and sampled by Bayside
Geoscience Inc. The drill data which included downhole survey, magnetic
susceptibility, x-ray fluorescence, geotechnical logging, lithological and
alteration logging and wet and dry photography was incorporated into purpose
designed MX Deposit and Imago databases.
The first batch of drill core sample assay results were announced on 30
December 2024. The downhole intersections from drillhole DL24-001 returned
highly anomalous gold, silver, zinc and base metal assays at Target D on the
southern shore of Lampson Lake. They confirmed a 1.2km long open-ended gold
trend and the intersection of high-grade zinc/gold volcanogenic massive
sulphide ("VMS") style mineralisation. Drill core assay results are by ALS
Laboratories methods ME-MS61r (4 acid multielement package) and PGM-ICP23 (Pt,
Pd and Au by fire assay and ICP-AES finish).
The subsequent three batches of drill core assay results were received and
reported post period end. The Batch 2 results, reported 17 March 2025,
verified an extensive mineralised ultramafic body and to Dotted Lake being
part of a Fertile Mineral System. The Batch 3 results, reported 21 March 2025,
gave 94m and 129m wide intercepts of mineralised magnesium-rich serpentinite.
The final, Batch 4, drill core assays were reported 25 March 2025, the results
for hole DL24-002 show a 214.7m wide open-ended zone of intrusive ultramafic
derived magnesium (Mg) rich serpentinite grading up to 21.7% Mg, which is
mineralised with Pt Pd, Ni, Cr and silver (Ag), between 113.3m downhole to end
of hole at 328m. The DL24-002 Ni and Cr assay result grade variations show
layering with three distinct higher grade zones within the bottom 112m of
the hole, with grades ranging up to 3.05% Ni Equivalent ("Ni(Eq)") as well as
overlimit Cr. As hole DL24-002 was ended inside the intrusive, the prospect of
strengthening grade-layering with depth is considered strong.
Panther notes that the separation of Mg from serpentinite has not yet applied
on an industrial scale, despite success under laboratory and small pilot plant
conditions. Given the potential value of the Mg contained within the
ultramafic system the Company plans to conduct further research on the
subject.
Manitou Lakes Project: Precious Metal
· Total Area: 123.4 km(2)
· Prospective for: Precious Metal (Gold)
· Significant Neighbours: Dryden Gold Corp (planned Canadian
listing)
The gold focussed Manitou Lakes Project is located upon the Archean age
Eagle-Manitou-Wabigoon Greenstone Belt in northwestern Ontario.
The Manitou Lakes region boasts over 200 known gold occurrences and more than
12 km of gold-bearing structures with numerous historic gold producers.
Manitou 2024 Developments
On 28 June 2024 Panther announced an update for the Manitou Lakes
Project where the inaugural diamond drilling had confirmed gold
mineralisation in four of the five holes drilled at the Glass Reef Target
(Figure 9). The drilling followed‐up on the widespread anomalous gold in
soil and rock sampling values in Panther's geochemical survey over the
historical Glass Reef Mine area.
Panther's option partner for the Manitou Lakes Project, Shear Gold
Exploration Corporation ("Shear Gold"), authored a technical report detailing
the findings of the inaugural drill programme which completed December 2023.
Interpretations show the five shallow holes, totalling 495m of core recovered,
intersected metavolcanic schist shear zones where gold is associated with
sulphides (up to 5% pyrite, pyrrhotite ± chalcopyrite) in quartz
veins/veinlets. The historical Glass Reef Mine exploited a northeast
trending shear zone, manifested by a narrow schist zone with strong iron
carbonate alteration that is traced for several hundred metres along the
strike.
Four of the five drill holes intersected low‐grade gold mineralisation over
narrow widths in multiple schist zones of mafic volcanic and gabbroic
protoliths. The low grade but anomalous gold (Table 5) occurs within strongly
carbonatised (abundant carbonate veinlets) porphyritic gabbro units, or in
highly altered and sulphide rich (pyrite, chalcopyrite, pyrrhotite) fractures
and quartz veins in mafic volcanic rocks.
On 18 September 2024, Panther announced the termination of the option and sale
and purchase agreement with Shear Gold Exploration Corporation dated 7 April
2022. Manitou Lakes remains a potentially highly prospective early-stage gold
project in a very promising location in Ontario; the termination of the option
Agreement was reflective of developments within Panther's wider exploration
portfolio. Panther's growth strategy is now focused on the critical minerals
sector, a sector which attracts growing support at both Canadian federal and
provincial level, plus an increasing amount of overseas strategic funding
options.
Figure 9: Location of the Glass Reef Target Drilling Programme, With Drill
Hole Surface Geological Traces
Table 5: Drill Hole Locations and Anomalous Gold Intercept Details
Corporate and Financial Highlights
Corporate Matters
On 24 April 2024, the Company published the audited results for the year ended
31 December 2023. A copy of the 2023 Annual Report was submitted to the
National Storage Mechanism and is available to the public for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
On 23 May 2024 the Company announced the completion of a placing
raising £375,000 (before expenses) by the issue of 8,333,334 new ordinary
shares at a price of 4.5 pence. The placing price of 4.5p per placing share
represented a discount of 12.6% to the mid-market closing price of the
Company's ordinary shares at close of business on 21 May 2024. The placing
was conducted within existing shareholder authorities.
Each placing share was issued with one warrant attached entitling the holder
to subscribe for one new ordinary share at a price of 7.5 pence with a life
of 36 months from the date of Admission.
The Annual General Meeting ("AGM") of the Company was held on 13 June 2024, at
which all resolutions were duly passed. At this Annual General meeting a
resolution was passed which approved the consolidation of 92,822,307 existing
ordinary shares ("Existing Ordinary Shares") of no par value on a 25 into 1
basis, such that every 100 Existing Ordinary Shares are consolidated into 4
ordinary shares. As a result of the approval of the Share Consolidation, the
Company had 3,712,309 new Ordinary Shares in issue ("New Ordinary Shares").
Admission in respect of such New Ordinary Shares to the standard segment of
the Official List of the FCA and to trading on the Main Market for listed
securities of the London Stock Exchange will become effective and dealings
in those New Ordinary Shares commenced on 14 June 2024. As a result of the
Share Consolidation, the ISIN of the New Ordinary Shares changed
from IM00BKDM2T52 to IM00BRF2WV49.
On 30 July 2024 the Company announced that it received notification on 28 July
2024 that Darren Hazelwood, the chief executive officer of the Company, had
exercised the conversion rights attaching to the £56,000 of convertible loan
notes held by him in respect of principal and accrued interest of £9,520. As
a consequence, Mr Hazelwood was issued with 63,922 new ordinary shares of no
par value in the capital of the Company at a price of £1.025 per ordinary
share. The ordinary shares were admitted on 5 August 2024.
On 1 August 2024 the Company announced that it received notification on 31
July 2024 that Nicholas O'Reilly, the executive chairman of the Company, had
exercised the conversion rights attaching to the £50,000 of convertible loan
notes held by him in respect of principal and accrued interest of £8,500. As
a consequence, Mr O'Reilly was issued with 57,073 new ordinary shares of no
par value in the capital of the Company at a price of £1.025 per Ordinary
Share. The ordinary shares were admitted on 8 August 2024.
On 6 November 2024 the Company announced that it received notification that
the remaining convertible loan note holders had exercised their conversion
rights attaching to the (£60,987) of convertible loan notes held by them in
respect of principal and interest due (which includes a 4.25% extension
premium). As a consequence, the remaining holders were issued with 59,500 new
ordinary shares of no par value in the capital of the Company at a price of
£1.025 per Ordinary Share. The ordinary shares were admitted on 11 November
2024.
On 25 November 2024 the Company announced that it received notification that
the remaining convertible loan note holders had exercised their conversion
rights attaching to the (£53,668) of convertible loan notes held by them in
respect of principal and interest due (which includes a 4.25% extension
premium). As a consequence, the remaining holders were issued with 52,360 new
ordinary shares of no par value in the capital of the Company at a price of
£1.025 per ordinary share. The ordinary shares were admitted on 28 November
2024.
March 2024- Partial Sale of Investment in Fulcrum Metals PLC and new lock in
agreement
On 12 March 2024 the Company announced it has sold a total of 2,346,717
ordinary shares of 1 p each in Fulcrum Metals PLC on 11 March 2024 at an
average price of 15.2 pence per Ordinary Share. Following the sale, Panther
continues to hold 7,625,122 Ordinary Shares representing 15.26% of the Fulcrum
issued share capital. Pursuant to the sale, Panther entered into a new lock-in
agreement with Fulcrum, Allenby Capital and Clear Capital, thereby imposing
a hard lock-in period on the Panther Shares to 15 May 2025 and the orderly
market provision on the sale of the Panther Shares for a year thereafter
through to 15 May 2026. The provisions apply to the existing Ordinary Shares
and any Ordinary Shares allotted and issued to or subsequently acquired by
Panther during the locked-in period described in the New Agreement. However as
noted below, with Fulcrum Metals PLC's agreement, the entire holding was sold
on 7 April 2025.
April 2024- Appointment of Strategic Advisor
On 11 April 2024 the Company announced the appointment of Melissa
Sanderson in the role of Strategic Advisor for Government Relations,
Environmental, Social and Governance (ESG) to the Company.
Melissa 'Mel' Sanderson combines over three decades of experience in
geostrategic planning, Ethical Sustainable Growth (ESG), and cultural
integration. Fluent in five languages Mel's wide-ranging expertise spans the
mining industry, critical minerals strategy, international diplomacy, and
sustainable development. Currently leading MECA Consulting and contributing
her knowledge as a Professor at Thunderbird School of Global
Management at Arizona State University, Mel holds significant roles on
various public market Boards, driving ESG and decarbonisation efforts.
Entire disposal of the Investment in Panther Metals Limited ("Panther
Australia")
On 31 May 2024, the Company announced the sale of 1,131,446 shares in Panther
Metals Ltd (ASX:PNT) for a total aggregate amount of $55,615,
approximately £28,935 sterling.
On 1 October 2024, the Company announced the sale of 645,249 shares
in Panther Metals Ltd (ASX:PNT) for a total aggregate amount of $19,273,
approximately £9,954 sterling.
On 11 October 2024, the Company announced the sale of 18,223,306 shares
in Panther Metals Ltd (ASX:PNT) for a total aggregate amount of $421,328,
approximately £219,000 sterling.
Post Year End Developments
Panther Metals PLC
On 20 January 2025 the Company announced the completion of a conditional
placing, confirming it has placed 910,000 ordinary shares of no-par value at a
price of 50 pence raising gross proceeds of £455,000. Each share was
issued with one warrant attached entitling the holder to subscribe for one new
ordinary share at a price of 75 pence. The warrants have a life of 36 months
from the date of Admission. Admission took place on 28 February 2025.
On 12 March 2025 the Company announced it had agreed terms to capitalise its
only outstanding debt facilities, comprising the £150,000 of unsecured
convertible loan notes announced 20 November 2023, which carry an interest
rate of 15%. The Company will settle this liability by the issue of new
ordinary shares with warrants attached, on the same economic terms as the most
recent placing announced on 20 January 2025. Subject to shareholder approval,
the Company will proceed to allot, issue, and admit to listing, a combined
total of 362,250 shares at an issue price 50p (the "Settlement Shares") and
deliver 362,250 warrants with an exercise price of 75p to the former holders
of the loan notes. The warrants will have a life of 3 years and be subject to
an "accelerator" requiring the warrants to be exercised should the Panther
share price exceed £1.50 at any time over a period of 20 trading days
following the date of the issue of the warrants.
On 2(nd) April 2025 the Company held a General Meeting at which, relating to
the allotment, issue, and admission to listing of a combined total of 362,250
new ordinary shares of no par value each ("Ordinary Shares") at an issue price
50p (the "Settlement Shares") and delivery of 362,250 warrants with an
exercise price of 75p to the former holders of loan notes, authority was
provided from Shareholders for Panther Metals to issue the Settlement Shares
and the new Ordinary Shares underlying the warrants.
On 3 April 2025 the Company announced an Amending Agreement on the Obonga
project extending the existing agreement for a further 12 months and meaning
that the exploration commitment is now spread over five years; whilst the
original net smelter return royalty is replaced with a gross revenue royalty
equal to 1.5% of the gross value of the sale proceeds actually received by the
royalty payer from activity carried out on the Property. In connection with
the signing of the Amending Agreement the Company allotted and issued 42,070
new ordinary shares (the "Consideration Shares") with a value of Canadian
$30,000 to Broken Rock based on the mid-market closing price of Panther's
ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00.
On 8 April 2025 the Company announced that it sold a total of 7,625,122
ordinary shares of nominal value 1 pence each in the capital of Fulcrum Metals
plc ("Fulcrum") (the "Ordinary Shares") on 7 April 2025, at a price of 3.5
pence per Ordinary Share, for an aggregate amount of £266,879 (net of fees
and expenses). The Fulcrum sale constitutes a disposal of Panther's remaining
holding in Fulcrum.
Key Performance Indicators
The key performance indicators are set out below:
31-Dec-24 31-Dec-23 Change
Net asset value £2,111,196 £3,556,945 (41%)
Market Capitalisation £3.64m £3.30m 10%
Share Price (2023 converted for consolidation) 85p 89p (4.5%)
Principal Risks and Uncertainties
The principal risks and uncertainties of the Group are outlined below.
A 'majority of the Group's operating costs will be incurred in Canadian
dollars, whilst the Group has raised capital in £ Sterling
The Group will incur exploration costs in Canadian Dollars but it has raised
capital in £ Sterling. Fluctuations in exchange rates of the Canadian Dollar
against £ Sterling may materially affect the Group's translated results of
operations. In addition, given the relatively small size of the Group, it may
not be able to effectively hedge against risks associated with currency
exchange rates at commercially realistic rates. Accordingly, any significant
adverse fluctuations in currency rates could have a material adverse effect on
the Group's business, financial condition and prospects to a much greater
extent than might be expected for a larger enterprise.
The Group will need additional financial resources if it moves into commercial
exploitation of any mineral resource that it discovers
Whilst the Group has sufficient financial resources to conduct its planned
exploration activities, meet its committed licence obligations and cover its
general operating costs and overheads for at least 12 months, the Group will
need additional financial resources if it wishes to commercially exploit any
mineral resource discovered because of its exploration activity.
The Group has budgets for all near and short-term activities and plans,
however in the longer term the potential for further exploration, development
and production plans and additional initiatives may arise, which have not
currently been identified, and which may require additional financing which
may not be available to the Group when needed, on acceptable terms, or at all.
If the Group is unable to raise additional capital when needed or on suitable
terms, the Group could be forced to delay, reduce, or eliminate its
exploration, development, and production efforts.
Even if the Group makes a commercially viable discovery in the future there
are significant risks associated with the ability of such a discovery
generating any operational cashflows
The economics of developing mineral properties are affected by many factors
including the cost of operations, variations of the grade of ore mined,
fluctuations in the price of the minerals being mined, fluctuations in
exchange rates, costs of development, infrastructure and processing equipment
and such other factors as government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals and environmental protection. Given that the Group is at the early
exploration stage of its business many of these factors cannot be accurately
assessed, costed, planned for or mitigated at the current time. As a result of
these uncertainties, there can be no guarantee that mineral exploration and
subsequent development of any of the Group's assets will result in profitable
commercial operations.
The Group is not currently generating revenue and will not do so in the near
term
The Group is an exploration company and will remain involved in the process of
exploring and assessing its asset base for some time. The Group is unlikely to
generate revenues until such time as it has made a commercially viable
discovery. Given the early stage of the Group's exploration business and even
if a potentially commercially recoverable reserve were to be discovered, there
is a risk that the grade of mineralisation ultimately mined may differ from
that indicated by drilling results and such differences could be material.
Accordingly given the very preliminary stages of the Group's exploration
activity it is not possible to give any assurance that the Group will ever be
capable of generating revenue at the current time.
Going Concern
As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.
The Group's reliance on a successful fundraising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
On 23 May 2024 the Company announced the completion of a placing
raising £375,000 (before expenses) by the issue of 8,333,334 new ordinary
shares at a price of 4.5 pence. As at the year-end date the Group had total
cash reserves of £17,536 (2023: £66,120).
The Directors are aware of the reliance on fundraising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group were
unable to continue in operation.
Stakeholder Engagement
The Company did not have any employees during the Reporting Period and
therefore this stakeholder engagement statement does not refer to how we
consider their interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company grows.
The table below acts as our stakeholder engagement statement by setting out
the key stakeholder groups, their interests and how Panther Metals engages
with them. Given the importance of stakeholder focus, long-term strategy and
reputation to the Company, these themes are also discussed throughout this
Annual Report.
The stakeholder engagement statement should be read in conjunction with the
full Strategic Report and the Company's Corporate Governance Statement.
Task force on Climate-related Financial Disclosures (TCFD)
The Group is committed to conducting its business, in an efficient and
responsible manner, in line with current best practice guidelines for the
mining and mineral exploration sectors and international investment. Panther
will integrate environmental, social and health and safety considerations to
maintain its 'social licence to operate' in all its business, planning and
investment activities. The board is committed to the disclosure of
climate-related financial information in line with the four overarching
pillars of the TCFD recommendations (Governance, Strategy, Risk Management,
Metrics and Targets) in line with the revised TCFD guidance published in 2021.
Pillar Status
Governance
a) Describe the Board's oversight of climate-related risks and opportunities The Board has ultimate responsibility for ensuring that any material
climate-related risks and issues are appropriately integrated into the Group's
business plans, risk management and decision making.
On 9 December 2022, the Board established a Responsibility Committee to
oversee this area.
The Responsibility Committee makes decisions and takes action to include
b) Describe management's role in assessing and managing climate-related risks climate risks and opportunities in our risk assessment/risk register as
and opportunities. reported to them by management and then chooses an appropriate response to the
risk or opportunity, together with the potential financial impact of that
response.
Exploration project management, which includes certain board members,
currently assesses, and manages climate related risks and opportunities as
part of the planning and execution of exploration activities.
Strategy The risk register is reviewed and discussed at least annually by the Audit
Committee. In FY24 the committee concluded that these are the climate
change-related risks and opportunities which may have a financial impact on
the Group:
a) Describe the climate-related risks and opportunities the organisation has
identified over the short, medium and long term ("s/t", "m/t" and "l/t"). (1) risks and opportunities related to the transition to a lower-carbon
economy meaning that exploration activity is made impossible or possible at a
higher cost
a) Canadian governmental exploration policy changes (medium and long term).
b) climate change litigation (First Nations and other environmental
stakeholders- all terms)
c) reputational risk tied to community perceptions of the Group's activities
(First Nations- all terms)
d) opportunities in relation to the emergence of new technologies where the
Group's exploration activities and output could provide a key component e.g.
battery metals (m/t and l/t)
(2) risks related to the physical impacts of climate change meaning
exploration activity is made impossible or possible at a higher cost-
a) extreme weather and higher temperatures (all terms).
The impact of any of the climate related risks identified above could have a
material financial impact on the Company by virtue of governmental policy
change or eroding of our currently positive relationships with First Nations
or other environmental stakeholders.
· The nearest term risk which has the most immediate financial
impact is our relationship with First Nations, as their consent is required to
commence exploration activities.
· In the medium-term governmental exploration policy changes from
the prevailing administration or the impact of environmental pressure groups)
could materially financially impact the Company although this is considered
remote due to governmental support of the Company's exploration projects to
date and the governmental activities currently underway to support and promote
exploration related activities such as grants and other funding initiatives.
· Weather related impacts could take place within any time period
and can shorten the annual time period within which the Company can conduct
its exploration activities or in extreme cases could make the exploration
b) Describe the impact of climate-related risks and opportunities on the activities impossible due to feasibility or budget.
organisation's businesses, strategy and financial planning.
Conversely opportunities in relation to the emergence of new technologies
where the Group's exploration activities and output could provide a key
component could present a material upside to the Company.
The Responsibility Committee continues to seek the relevant data to include a
description of the resilience of the organisation's strategy taking into
consideration different climate related scenarios, including a 2°C or lower
scenario. Part of the data gathering requires a more extensive set of data and
analytics from its exploration activities which is undertaken by third party
suppliers, and which has not been available in 2024.
c) Describe the resilience of the organisation's strategy, taking into
consideration different climate-related scenarios, including a 2°C or lower
scenario.
Pillar Status
Risk management
a) Describe the organisation's processes for identifying and assessing On 9 December 2022 the Board created a Responsibility Committee to ensure that
climate-related risks. the processes for identifying, assessing, and managing climate-related risks
are integrated into the organisation's overall risk management.
b) Describe the organisation's processes for managing climate related risks.
The Responsibility Committee reports any change in climate related risks or
c) Describe how processes for identifying, assessing, and managing the identification of any new climate-related risks to the Board as and when
climate-related risks are integrated into the organisation's overall risk they are highlighted by exploration project management or by the members of
management. the Responsibility Committee.
The organisation currently assesses and manages climate related risks and
opportunities as part of the planning and execution of exploration activities.
This assessment includes undertaking the following processes:
A) Commissioning environmental impact surveys from independent third-party
consultants prior to commencement of activities, together with adopting all
appropriate recommendations.
B) Timely consultation and liaison with key environmental stakeholders such as
First Nations to explain the nature of the proposed exploration programme and
seeking permission to commence exploration activities. Regular follow ups
throughout the programme.
C) Ensuring compliance with the Prospectors & Developers Association of
Canada E3 Plus: A Framework for Responsible Exploration and the International
Council on Mining and Metals Sustainable Development Framework (the ICMM 10
Principles).
D) Consulting with and engaging local experts in the project area terrain and
climate to provide guidance on risks and opportunities around the physical
impacts of climate change e.g., heavy snow, rising water levels in the project
area or potential weather conditions which may impact the exploration
programme.
Management of these risks is performed by the exploration project management
team and any significant risks or risks which cannot be adequately mitigated
or have any uncertainty around mitigation are reported to the Responsibility
Committee to escalate to the Board. Each Board meeting will typically contain
reference to all the above risks and processes.
Metrics and Targets
In conjunction with ensuring that the processes for identifying, assessing,
and managing climate-related risks are integrated into the
a) Disclose the metrics used by the organisation to assess climate-related
risks and opportunities in line with its strategy and risk management process. organisation's overall risk management, the Responsibility Committee also
tasks the project managers to compile a set of metrics and targets with which
to assess climate-related risks and opportunities they have identified. These
metrics and targets are listed in the table on the next page.
b) Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse gas (GHG)
emissions and the related risks.
The Company operates from serviced offices in the UK and gas and electricity
is included within the monthly service fee, as such, emissions disclosure is
not possible.
In relation to Group's warehousing facilities in Canada, the Company's scope 1
emissions for the year are 18.5 (2023: 19.1) metric tonnes of CO2e and relate
to gas. The Company's scope 2 emissions for the year are 3.7 (2023:4.2) metric
tonnes of CO2e and relate to electricity. The Company's scope 3 emissions are
104.7(2023: 69.4) metric tonnes of CO2e and relate to UK and international
travel and accommodation and additional goods and services.
The Company uses third party providers to undertake its project-based
activities and emissions data is not readily available from these third
parties. The Company has therefore used exploration expenditure data from
these third parties to calculate an additional scope 3 emissions figure of
59.9 metric tonnes of CO2e.
c) Describe the targets used by the organisation to manage climate related
risks and opportunities and performance against targets.
The targets used by the organisation to manage climate related risks and
opportunities and performance against targets are stated on the next page.
Type of Risk Specific Risk Ongoing Metric and 2024 Target 2024 Target Status and 2025 Objectives
Risks and opportunities related to the transition to a lower-carbon economy Canadian governmental exploration policy changes (medium and long term). Level of governmental support of the sector through grant funding and no
meaning that exploration activity is made impossible or possible at a higher
adverse changes to current regulatory status.
cost.
Grant funding received in 2025. Further grant funding opportunities to be
sought in 2025/26.
Target is to apply for governmental grant funding in 2024.
Risks and opportunities related to the transition to a lower-carbon economy Reputational risk tied to community perceptions of the Group's activities Positive lines of communication maintained with First Nations and other
meaning that exploration activity is made impossible or possible at a higher (First Nations- all terms).
environmental stakeholders in 2024 with several meetings held with First
cost. Lines of communication with the First Nations in terms of frequency and nature Nations during 2024 and requested permits awarded or renewed due to a deeper
of written and verbal communication with no adverse communication (verbal or understanding and trust between parties being achieved.
written).
2025 target is to maintain this.
2024 target was to maintain positive lines of communication with First Nations
and other environmental stakeholders and meet with First Nations during 2024
to foster relationships further.
Risks and opportunities related to the transition to a lower-carbon economy Climate change litigation (First Nations and other environmental stakeholders- Positive lines of communication maintained with First Nations and other
meaning that exploration activity is made impossible or possible at a higher all terms).
environmental stakeholders in 2024 with several meetings held with First
cost. Lines of communication with the First Nations in terms of frequency and nature Nations during 2024 and requested permits awarded or renewed due to a deeper
of written and verbal communication with no adverse communication (verbal or understanding and trust between parties being achieved. 2025 target is to
written) plus emissions data publication where possible to ensure transparency maintain this.
to all environmental stakeholders.
It has not been possible to obtain detailed emissions data from our
third-party suppliers as this information is not readily available. However,
we have used project expenditure to quantify our scope 3 emissions and will
2024 target was to maintain positive lines of communication with First Nations continue to do so whilst this remains the case.
and other environmental stakeholders and meet with First Nations during 2024
to foster relationships further.
2024 target was to obtain emissions data from key third party suppliers in
2024 where possible and publish where practicable.
Risks and opportunities related to the transition to a lower-carbon economy Opportunities from emergence of new technologies where Group's exploration Opportunity to be measured by keeping appraised of emerging new technologies In March 2024 Darren Hazelwood and Nicholas O'Reilly attended PDAC in Toronto
meaning that exploration activity is made impossible or possible at a higher activities and output could provide a key component (m/t and l/t). in connection with Panther's exploration activities. Canada and attended learning sessions to keep abreast of emerging technologies
cost.
to supplement their day-to-day intelligence gathering on the subject. 2025
2024 target was to attend update sessions on emerging technologies which may target is to attend update sessions on emerging technologies which may be
be relevant to Panther's activities. relevant to Panther's activities.
Risks related to the physical impacts of climate change meaning exploration Extreme weather and higher temperatures (all terms). Risk to be measured by monitoring of weather and weather change patterns in 2024 work programme in Dotted Lake was made more challenging by warmer than
activity is made impossible or possible at a higher cost. exploration areas. expected conditions. However, the team completed the work programme by
adapting their approach and will take away learnings for subsequent work.
2024 target is for no change to be highlighted in order or make exploration
activities predictable.
2025 target is for no further change to be highlighted in order or make
exploration activities predictable.
Chairman's Overview
The Company is not required to comply with the UK Code of Corporate Governance
("UK Code"). However, the Directors recognise the importance of sound
corporate governance, and the Company has adopted the Quoted Companies
Alliance Corporate Governance Code ("QCA Code") to the extent it considers
appropriate, considering the size, stage of development and resources of the
Group.
The Directors are responsible for overall corporate governance, with respect
to the management of the business and its strategic direction, establishing
policies and in the evaluation of material investments of the Group. It is
the responsibility of the Directors to oversee the financial position of the
Group and to monitor its business and affairs on behalf of the Shareholders,
to whom the Directors are accountable. The primary duty of the Board is to
always act in the best interests of the Group.
The Directors have responsibility for the overall corporate governance of the
Group and recognise the need for the highest standards of behaviour and
accountability. The Board has a wide range of experience directly related to
the Group and its activities and its structure ensures that no one individual
or group dominates the decision-making process. The Board will also ensure
that internal controls and the Group's approach to risk management are
assessed periodically.
Board of Directors
The primary duty of the Board will be to always act in the best interests of
the Company.
The Company will hold Board meetings periodically as issues arise which
require the attention of the Board and the Board will be responsible for the
following matters:
· the management of the business of the Company;
· setting the strategic direction of the Company;
· establishing the policies and strategies of the Company;
· appraising the making of all material investments, acquisitions
and disposals;
· oversee the financial position of the Company including approval
of budgets and financial plans, changes to the Group's capital structure;
· approval of financial statements and significant changes to
accounting practices;
· Stock Exchange related issues including the approval of the
Company's announcements and communications with shareholders;
· monitor internal control; and
· manage risk assessment.
The Company has also established a remuneration committee, an audit committee,
and a nomination committee of the Board with formally delegated duties and
responsibilities.
The Remuneration Committee comprises Tracy Hughes as chair (previously
Nicholas O'Reilly), Simon Rothschild and Katherine O'Reilly and meets not less
than twice each year. The Remuneration Committee is responsible for the review
and recommendation of the scale and structure of remuneration for Directors,
including any bonus arrangements or the award of share options with due regard
to the interests of the Shareholders and other stakeholders.
The Audit Committee, which comprises Simon Rothschild as chair and Nicholas
O'Reilly meets not less than twice a year. The Audit Committee is responsible
for making recommendations to the Board on the appointment of auditors and the
audit fee and for ensuring that the financial performance of the Company is
properly monitored and reported. In addition, the Audit Committee receives,
and reviews reports from management and the auditors relating to the interim
report, the Annual Report and accounts and the internal control systems of the
Company.
The Nomination Committee comprises Nicholas O'Reilly as chair, Simon
Rothschild and Katherine O'Reilly, meets normally not less than twice each
year. The Nomination Committee is responsible for reviewing succession plans
for the Directors.
The Company has adopted and will operate a share dealing code governing the
share dealings of the Directors of the Company and applicable employees with a
view to ensuring compliance with the Market Abuse Regulation.
The Company has adopted, a share dealing policy regulating trading in the
Company's shares for the Directors and other persons discharging managerial
responsibilities (and their persons closely associated) which contains
provisions appropriate for a company whose shares are admitted to trading on
the Official List (particularly relating to dealing during closed periods
which will be in line with the Market Abuse Regulation). The Company will take
all reasonable steps to ensure compliance by the Directors and any relevant
employees with the terms of that share dealing policy.
Current Director Biographies
Darren Hazelwood, Chief Executive Officer
A business career built around sound financial planning, execution, delivery
and value creation. An entrepreneur and investor who has over 15 years'
experience managing and directing teams focused on delivering value within
organisations, always with a keen focus on cost controls and great financial
management ensuring delivery of value.
Darren's recognition of the value created by using and expanding his network,
combined with a strong focus on delivery, has enabled him to deliver on an
enviable track record of business growth. Darren became Chief Executive
Officer of Panther Metals in January 2019 and the business has since completed
acquisitions in Australia and Canada as it builds its position in the
exploration sector. During the period, the business reported a considerable
reduction in its reported losses while trebling its asset base.
His pathway to success has been gained using astute controls and due diligence
while managing fast growth and success. A keen focus on deal delivery and
network identification laying the foundations for growth.
Nicholas O'Reilly, Executive Chairman
Nicholas is an experienced exploration geologist and consultant having worked
for over 18 years on mining and exploration projects in Africa, North and
South America, the Russian Federation, Asia and Australia. He specialises in
the design and implementation of exploration and resource projects from
grassroots to pre-feasibility in all terrains and environments, mobilising
multidisciplinary field teams and managing major programmes. Nicholas became
the Company's Non-Executive Chairman on 10 December 2021.
Nicholas holds a master's degree in Mineral Project Appraisal from the Royal
School of Mines, Imperial College and a bachelor's degree in applied Geology
from the University of Leicester.
Nicholas has previous experience as a non-executive on the board of an AIM
listed mining sector investment vehicle and is currently a director of several
private companies including Mining Analyst Consulting Ltd and Treasure Island
Resources Ltd.
He is currently the Co-Chairman & Treasurer of the London Mining Club
(formerly the Association of Mining Analysts), a non-profit London City based
organisation representing the broad mining investment community. Nicholas is
also a Member of The Australasian Institute of Mining and Metallurgy, Member
of The Institute of Materials, Minerals and Mining, a member of the Society of
Economic Geologists and a Fellow of The Geological Society of London.
Tracy Hughes, Non-Executive Director
Tracy Hughes is the Founder (2001), CEO, and Director of InvestorNews Inc.,
the publisher of InvestorNews.com, which is an independent source of market
news that receives over 120 million hits annually. Further to its role as an
online Publisher, InvestorNews has been providing digital media services in
the capital markets since 2001. Well known since 2010 for hosting some of the
largest critical mineral events in the world, Tracy is the Co-Founder and
Executive Director for the recently formed (2021) Critical Minerals Institute
(CMI), which is focused on critical minerals for a decarbonized economy.
Tracy's past business experience includes being the co-founder of a FTSE
recognised rare earths indices company REE Stocks PLC (2011-2014), and a
principal partner in a boutique investment banking firm Hughes & Cowans
Ltd. that held an Exempt Market Dealers license for 8 years (2007-2013). This
same firm was the catalyst for the business television series DealFlow, which
was broadcast in 294 million households worldwide (2008-2010). Featured on
CNBC for 1-year, Tracy was the Host, Executive Producer, and the President for
DealFlow World Inc.
In the early nineties, Tracy started in PR for television and then quickly
evolved into radio where Billboard Magazine cited her as one of the top 3
Radio Trackers in North America. Working for recording artists with many of
the top record labels at the time, her last role in the music industry was as
the VP of Marketing, Canada, for Red Ant Entertainment, a NYSE listed company
at the time, which Tracy credits this as her first real introduction to the
public markets.
Tracy received her BA in Political Science from the University of Tennessee in
1988 and is a well-known speaker, investment market interview host and
columnist.
Simon Rothschild, Non-Executive Director
Simon studied at the University of St Andrews. He has been internationally
active for over thirty years in financial public relations and financial
investor relations. He started his career in the City of London's financial
sector in 1982 at Dewe Rogerson Ltd and more recently was a Principal of
Bankside Consultants, where he specialised in supporting natural resources
companies. In 2014 he set up Capital Market Consultants Limited, a financial
public relations consultancy. In addition to being a Non-Executive Director of
Panther Metals, he served as NED of Rothschild Diamonds Limited, a private
diamond broking company. He has previously served on the boards of
Stonedragon Limited, a company set up to establish a digital distribution
network in West Africa and Five Star diamonds, a TSX-V listed mining company
with assets in Brazil.
Katherine O'Reilly, Non-Executive Director
Katherine O'Reilly is a Fellow of the Institute of Chartered Accountants in
England and Wales. Katherine began her career as an auditor before
transitioning into Corporate Finance, spending 11 years working in Capital
Markets and Transaction Services. Since 2017 she has been providing Finance
and Operations consultancy to a variety of companies across a number of
different sectors, including natural resources.
Gender and Ethnic Diversity at Board Level
In accordance with the requirements of DTR7, the Board is required to provide
a statement as to whether it has met certain targets related to gender and
ethnic diversity at Board level.
The Board confirm that as of 31 December 2024 1 out of 3 diversity targets
were met: 40% of the Board were women. None of the senior board positions
was held by a woman. None of the Board members were from an ethnic minority
background. The Board will look for opportunities to adhere to all three
targets during 2025.
Gender and ethnicity data for the Board is collected on an annual basis
through a standardised process managed via the completion of a confidential
and voluntary form, through which the individual can self-report on their
ethnicity and gender identity. Alternatively, they can specify that they do
not wish to provide such data. The criteria of the questionnaire are aligned
to the definitions specified in the UK Listing Rules.
Number of Board Percentage of the Board Number of Senior Positions on the Board Number in Executive Management Percentage in Executive Management
Men 3 60% 2 1 100%
Women 2 40% - - -
Not specified/prefer not to say - - - - -
5 100% 2 1 100%
White British or other White (including minority-white
groups)
- - - - -
Mixed/Multiple Ethnic Groups
Asian/Asian British - - - - -
Black/African/Caribbean/Black - - - - -
British
Other ethnic group, including Arab - - - - -
Not specified/ prefer not to say - - - - -
The Board are committed to equality, diversity and inclusion. The Company
actively promotes equality, diversity and inclusion, and proactively removes
and address any activities or behaviours that may jeopardise this commitment.
The Company aims to create an environment where all stakeholders can work
harmoniously, feel valued, appreciated and included, irrespective of race,
ethnicity, culture, gender, skin colour, sexual orientation, marital status,
religion, disability, ability, education background, family background,
political background, health or representative of any community.
Environmental, Social and Governance Commitments
Panther Metals PLC is committed to conducting its business, in an efficient
and responsible manner, in line with current best practice guidelines for the
mining and mineral exploration sectors and international investment. We will
integrate environmental, social and health and safety considerations to
maintain our 'social licence to operate' in all our business, planning and
investment activities.
· We take seriously our environmental responsibilities, keeping
sustainability at the forefront of our objectives. Panther has adopted and
seeks alignment with the best practices and principals of e3 Plus: A Framework
for Responsible Exploration as set out by the Prospectors and Developers
Association of Canada and the International Council on Mining and Metals
Sustainable Development Framework (the ICMM 10 Principles).
· We recognise the importance of broad engagement, respecting and
communicating at every level with interested and affected parties, in
particular First Nations and other environmental stakeholders.
· We work to highest standards and maintain full transparency. We
demand our network and suppliers follow our own objectives. The Panther
employs a stringent selection and risk assessment process whereby suppliers
are only appointed who fully comply with our corporate and ethical standards
(including modern slavery and human trafficking).
· The Company aims to ensure that the Company and its employees,
agents, and business partners comply with all relevant anti-bribery laws and
regulations and prohibits any form of bribery, including giving, offering,
promising, or receiving bribes.
By order of the Board
Darren Hazelwood
Chief Executive Officer
28 April 2025
The QCA Code, which the Company has adopted, contains 10 Principles which are
set out below together with an explanation of how the Company complies with
them.
Principle One: Establish a strategy and business model which promote long-term
value for shareholders.
The Company has a clearly defined strategy and business model which has been
adopted and implemented by the Board and which it believes will achieve long
term value for the shareholders. The details of the Company's strategy and the
key challenges are set out in the Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and expectations.
The Board is committed to maintaining good communications with its
shareholders and with investors with a view to understanding their needs and
expectations. The Board, and particularly the Chief Executive Officer,
maintain close contact with many of the shareholders.
All shareholders are encouraged to attend the Company's Annual General
Meetings where they can meet and directly communicate with the Board.
Shareholders and investors are also able to meet with members of the Board at
investor presentations where up to date corporate presentations may be made
after which members of the Board are available to answer questions from
shareholders and investors.
The Company publishes an Annual Report and Financial Statements and an Interim
Results Announcement both of which are posted to the Company's website. Annual
Report and Financial Statements provides shareholders and investors with
details of the Company's Financial Statements for the financial year or period
under review together with the Strategic and Directors' Reports and other
reports.
The Company also provides regular regulatory announcements and business
updates through the Regulatory News Service (RNS) and copies of such
announcements are posted to the Company's website.
Shareholders and investors also have access to information on the Group
through the Company's website, www.panthermetals.co.uk which is updated on a
regular basis, and which also includes the latest corporate presentation on
the Group.
Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Board is very aware of the significance of social, environmental and
ethical matters affecting the business of the Group.
The Company will engage positively and seek to develop close relationships
with local communities, regulatory authorities and stakeholders which are near
or connected with its overseas operations and where appropriate the Board will
take steps to safeguard the interests of such stakeholders.
The Board plans, in due course, to adopt appropriate environmental and
corporate responsibility policies to ensure that the Group's activities have
minimal environmental impact on the local environment and communities in which
the Group intends to operate in.
Principle Four: Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
The Board regularly reviews its business strategy and identifies and evaluates
the risks and uncertainties which the Group is or may be exposed to. As a
result of such reviews, the Board will take steps to manage risks or seek to
remove or reduce the Group's exposure to them as much as possible.
The risks and uncertainties to which the Group is exposed at present and in
the foreseeable future are detailed in Principle Risks and Uncertainties in
the Strategic Report.
The Company has a system of financial controls and reporting procedures in
place which are considered to be appropriate given the size and structure of
the Group.
Principle Five: Maintain the Board as a well-functioning, balanced team led by
the Chairman.
Nicholas O'Reilly, the Executive Chairman, leads the Board and is responsible
for the effective performance of the Board through control of the Board's
agendas and the running of its meetings. Nicholas O'Reilly, in his capacity
as Executive Chairman, also has overall responsibility for the corporate
governance of the Company. The day to day running of the Group is delegated to
Darren Hazelwood, the Chief Executive Officer.
The Board holds Board meetings periodically, and at least four times a year,
as issues arise which require the attention of the Board. Prior to such
meetings, the Board's members receive an appropriate agenda and relevant
information and reports for consideration on all significant strategic,
operational and financial matters and other business and investment matters
which may be discussed and considered.
The Board is supported by the Remuneration, Audit and Nominee Committees,
details of which are set out on pages 30 and 31.
Principle Six: Ensure that between them the directors have the necessary up to
date experience, skills and capabilities.
The Directors' biographies are set out on pages 31 to 32. The Board believes
that the current balance of sector, technical, financial, operational and
public markets skills and experience which its members have is appropriate for
the current size and stage of development of the Company
The Board regularly reviews its structure and whether it has the right mix of
relevant skills and experience for the effective management of the Group's
business. Where appropriate the Board appoints advisors to assist it in
carrying out its strategy including geologists, mining experts, corporate
brokers, accountants and lawyers. The Company Secretary provides advice and
guidance, as required, to the Board on regulatory matters, assisted by the
Company's lawyers.
Principle Seven: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement.
The Board's performance is reviewed and considered in the light of the
progress and achievements against the Group's long-term strategy and its
strategic objectives. However, given the size and nature of the Group, the
Board does not consider it appropriate to have a formal performance evaluation
procedure in place. The Board will closely monitor the situation as required.
Principle Eight: Promote a corporate culture that is based on ethical values
and behaviours.
The Company has established corporate governance arrangements which the Board
believes are appropriate for the current size and stage of development of the
Company.
The Company has adopted several policies applicable to directors, officers and
employees and, in some cases, to suppliers and contractors as well, which, in
addition to the Company's corporate governance arrangements set out above, are
designed to provide the Company with a positive corporate culture. The
Company's policies include a Share Dealing Policy; an Insider Dealing and
Market Abuse Policy, an Anti-Bribery and Corruption Policy, a Whistleblowing
Policy, a Social Media Policy and the Company's Code of Conduct;
The Board recognises that its future exploration and development activities
could impact the local environment and communities near its licence areas. The
Company seeks to engage positively and to develop close relationships with
local communities, regulatory authorities and stakeholders.
Principle Nine: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board.
Whilst the Board has overall responsibility for all aspects of the business,
Nicholas O'Reilly, the Executive Chairman, is responsible for overseeing the
running of the Board and ensuring that Board focuses on and agrees the Group's
long-term direction and its business strategy and reviews and monitors the
general performance of the Group in implementing its strategic objectives and
its achievements.
Darren Hazelwood, the Chief Executive Officer, has responsibility for
implementing the strategy of the Board and managing the business activities of
the Group on a day-to-day basis.
The Board has established Remuneration, Audit and Nominee Committees with
formally delegated duties and responsibilities.
This Corporate Governance Statement will be reviewed at least annually to
ensure that the Company's corporate governance framework evolves in line with
the Company's strategy and business plan.
Principle Ten: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.
The Company's approach to communication with shareholders and others is set
out under Principles 2 and 3 above.
The Directors present their report together with the audited financial
statements for the year ended
31 December 2024.
A review of the business and principal risks and uncertainties has been
included in the Strategic Report.
Dividends
The Directors do not recommend a dividend.
Directors
The directors with their respective dates of service in the period and after
the year end are as follows:
Simon Rothschild
Darren Hazelwood
Nicholas
O'Reilly
Tracy Hughes
Katherine O'Reilly
Future Developments
The future developments of the business are set out in the Strategic Report
under "Post Year End Developments" and are incorporated into this report by
reference.
Financial Instruments
Details of the Group's financial instruments are given in note 18.
Substantial Shareholders
The Directors are aware of the following shareholdings of 3% or more of the
issued share capital of the Company as at 20 April 2025:
Number of Ordinary Shares % of Share Capital
Richard and Charlotte Edwards 628,409 11.2%
Adrian Crucefix 620,750 11.1%
Ian Russell Bagnall 342,364 6.1%
Darren Hazelwood 255,389 4.6%
Directors' remuneration
The remuneration of the Directors has been fixed by the Board as a whole. The
Board seeks to provide appropriate reward for the skill and time commitment
required to retain the right calibre of Director without paying more than is
necessary.
Details of Directors' fees and of payments made for professional services
rendered are set out in the Directors' Remuneration Report.
Political and Charitable Donations
The Company made no political and charitable donations (2023: £nil) during
the reporting period.
Financial Risk Management Objectives and Policies
Details of the Group's financial risk management objectives and policies are
set out in note 18 to these financial statements.
Going Concern
As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.
The Group's reliance on a successful fundraising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The Company successfully raised £375,000 in the year ended 31 December 2024
through the issue of equity. As at the year-end date the Group had total cash
reserves of £17,536 (2023: £66,120).
The Directors are aware of the reliance on fundraising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group were
unable to continue in operation.
Internal Control
The Directors acknowledge they are responsible for the Group's system of
internal control and for reviewing the effectiveness of these systems. The
risk management process and systems of internal control are designed to manage
rather than eliminate the risk of the Group failing to achieve its strategic
objectives. It should be recognised that such systems can only provide
reasonable and not absolute assurance against material misstatement or loss.
The Company and its subsidiaries have well established procedures which are
considered adequate given the size of the individual businesses.
Disclosure of Information to the Auditor
Each of the persons who is a director at the date of approval of this Annual
Report confirms that:
· so far as the director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
· the director has taken all the steps that he ought to have taken
as a director in order to make himself aware of any relevant audit information
and to establish that the Company's auditors are aware of that information.
Auditors
Keelings Ltd has expressed their willingness to continue in office. A
resolution to reappoint them will be proposed at the forthcoming Annual
General Meeting.
By order of the Board
D Hazelwood
Chief Executive Officer
28 April 2025
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law the directors have elected to prepare the
financial statements in accordance with UK adopted International Accounting
Standards. Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company
for that period. In preparing these financial statements, the directors are
required to:
· properly select and apply accounting policies;
· present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and understandable
information;
· provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance; and
· make an assessment of the Group's ability to continue as a going
concern.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group.
They are also responsible for safeguarding the assets of the Group and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the Isle of Man governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions. The
maintenance and integrity of the Company's website is the responsibility of
the Directors. The Directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein.
They are further responsible for ensuring that the Strategic Report and the
Director's Report and other
information included in the Annual Report and Financial Statements is prepared
in accordance with
applicable law in the Isle of Man and certain applicable provisions of the
Listing Rules of the UK Financial Conduct Authority and the Disclosure
Guidance and Transparency Rules.
The Directors, after making enquiries, have a reasonable expectation that the
Company has adequate
resources to continue in operational existence for the foreseeable future.
They therefore continue to adopt
the going concern basis in preparing the accounts.
Website Publication
The maintenance and integrity of the Panther Metals PLC website is the
responsibility of the Directors. The work carried out by the independent
auditors does not involve the consideration of these matters and,
accordingly, the independent auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially presented on
the Panther Metals PLC website. Legislation in the United Kingdom governing
the preparation and dissemination of the accounts and other information
included in annual reports may differ from legislation in other jurisdictions.
The Directors' Remuneration Report comprises three sections:
1) The Annual Statement from the Chair of the Remuneration Committee;
2) Remuneration Policy; and
3) The Annual Report on Remuneration.
The items included in the Directors' Remuneration Report are audited unless
otherwise stated.
Annual Statement from the Chair of the Remuneration Committee
The Company has established a Remuneration Committee which is responsible for
reviewing, determining, and recommending to the Board the future policy for
the remuneration of the directors, the scale and structure of the directors'
fees, considering the interests of shareholders and the performance of the
Company and directors.
The Remuneration Committee which comprises Tracy Hughes as Chairman
(previously Nicholas O'Reilly), Katherine O'Reilly and Simon Rothschild, will
meet at least once a year.
Major Decisions on Directors' Remuneration during the Financial Year -y/e 31
December 2024
On 23 February 2024 the Remuneration Committee met to discuss a proposal in
relation to the incentivisation of Darren Hazelwood and Nicholas O'Reilly. As
a result of this meeting the Remuneration Committee determined that the
remuneration of Darren Hazelwood would be increased from £75,000 to £110,000
with effect from 1(st) March 2024 and the remuneration of Nicholas O'Reilly
from £20,000 to £40,000 with effect from the same date.
Cognisant of the ambitious plans for the Company in 2024 and beyond, the
Committee explored and implemented additional incentivisation structures for
Darren Hazelwood and Nicholas O'Reilly, taking legal and taxation advice to
ensure any future structure to be put in place would be consistent with market
practice alongside providing the appropriate level of incentivisation for the
directors. With effect from 1 November 2024 the Company implemented a Growth
Reward Scheme on behalf of Darren Hazelwood and Nicholas O'Reilly as follows
· The Growth Reward Scheme is a mix of share option awards at an
exercise price of £1.375 per Ordinary Share and cash bonuses; no awards have
vested under the Growth Reward Scheme to date.
· Any share options that are due under the Growth Reward Scheme are
issued under the Share Option Plan (details summarised below).
· The following awards have been made under the Growth Reward
Scheme to each of Darren Hazelwood and Nicholas O'Reilly:
Company market capitalisation (million) Number of £1.375 Cash Bonus (£m)
Options (million)
30.................................................................................................... 2 -
50.................................................................................................... 2 -
100.................................................................................................. 4 1
150.................................................................................................. 2 -
250.................................................................................................. 4 2
400.................................................................................................. 2 -
500.................................................................................................. 4 10
650.................................................................................................. 2 -
800.................................................................................................. 2 -
1,000............................................................................................... 4 25
Share Option Plan
The main features of the Share Option Plan are summarised below.
Eligibility
All executive Directors and employees of the Company and any of its
subsidiaries are eligible to participate in the Share Option Plan. A
non-employee sub-plan under the Share Option Plan permits option grants to
individuals who provide advisory or consultancy services to the Company and to
Non-Executive Directors. The Remuneration Committee selects the individuals to
whom options are to be granted from time to time.
Grant of options
Options may be granted during any period of 42 days immediately following a
closed period or during any other period in which the Remuneration Committee
has decided to grant options due to exceptional circumstances which justify
such a decision.
Exercise price and adjustments to options
The exercise price per Ordinary Share will be the amount specified by the
Remuneration Committee. If the Ordinary Shares are newly issued the exercise
price may not be less than the nominal value of an Ordinary Share.
In the event of any variation in the share capital of the Company the exercise
price and/or the number of Ordinary Shares comprised in each option may be
adjusted as the Remuneration Committee determines.
No adjustment may be made which will reduce the exercise price below the
nominal value of an Ordinary Share.
Rights and restrictions
An option granted under the Share Option Plan is not transferable. The option
certificate will specify when the option will lapse and such date may not be
later than the tenth anniversary of its date of grant.
Save as otherwise set out in the option certificate, if the participant ceases
to be employed by the Company, his option may be exercised within 12 months
after such cessation or transfer. In the event of the death of a participant,
the personal representatives of a participant may exercise his option within
12 months after the date of death. The extent to which an option may be
exercised in these circumstances will be determined by reference to any
exercise conditions and time vesting provisions set out in the option
certificate unless the Remuneration Committee decides otherwise and is
satisfied that any waiver of such provisions does not constitute a reward for
failure.
Major Decisions on Directors' Remuneration after the Financial Year- y/e 31
December 2025
There were no major decisions on Directors' Remuneration taken during the year
ended 31 December 2025.
Remuneration Policy
The Directors' Remuneration Policy, which is set out on pages 45 to 46 of this
report, was submitted to shareholders for approval at the 2024 AGM and such
approval was obtained.
A key objective of the Directors' Remuneration Policy is to align the
interests of the Directors to the long-term interests of the shareholders, and
it aims to support a high-performance culture with appropriate reward for
superior performance, without creating incentives that will encourage
excessive risk taking or unsustainable company performance. This will be
underpinned through the implementation and operation of incentive plans.
Remuneration Components
The Company remunerates Directors in line with best market practice in the
industry in which it operates. The components of Director remuneration that
are considered by the Board for the remuneration of directors in future years
are likely to consist of:
• Base salaries;
• Pension and other benefits;
• Annual bonus; and
• Share Incentive arrangements
Darren Hazelwood, Chief Executive Officer has entered into a service agreement
with the Company, which was renewed in January 2020 following the Placing of
the Company's shares to trading on the Main Market of the London Stock
Exchange. Non-executive directors are appointed by letters of appointment,
these were also renewed in January 2020.
All such contracts impose certain restrictions as regards the use of
confidential information and intellectual property and the executive
Director's service contract imposes restrictive covenants which apply
following the termination of the agreements.
The Company has established a workplace pension scheme, but it does not
presently have any employees qualifying under the auto-enrolment pension rules
who have not opted out of the scheme. It does not currently pay pension
amounts in relation to Directors' Remuneration. The Company has not paid out
any excess retirement benefits to any Directors or past Directors.
The Company does not currently have bonus schemes in place for any of the
Directors.
The Company does not currently have any annual or long-term incentive schemes
or any other scheme interests in place for any of the Directors, other than
the Company Share Option Plan. As noted in the Annual Statement for Directors
Remuneration, the Remuneration Committee is in the process of considering
incentivisation structures for the next phase of the Company's development.
Recruitment Policy
Base salary levels consider market data for the relevant role, internal
relativities, their individual experience and their current base salary. Where
an individual is recruited at below market norms, they may be re-aligned over
time, subject to performance in the role. Benefits will generally be in
accordance with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation and/or
incidental expenses as appropriate.
Payment for loss of Office
If a service contract is to be terminated, the Company will determine such
mitigation as it considers fair and reasonable in each case.
The Company reserves the right to make additional payments where such payments
are made in good faith in discharge of an existing legal obligation (or by way
of damages for breach of such an obligation); or by way of settlement or
compromise of any claim arising in connection with the termination of an
executive director's office or employment.
Service Agreements and Letters of Appointment
The terms of all the directors' appointments are subject to their re-election
by the Company's shareholders at AGM at which certain of the directors will
retire on a rotational basis and offer themselves for re-election.
The Executive Director's service agreement is set out in the table below. The
agreements are not for a fixed term and may be terminated by either the
Company or the executive director on giving appropriate notice. On 1 November
2024 Darren Hazelwood and Nicholas O'Reilly entered into new services
agreements. Nicholas O'Reilly became Executive Chairman from this date.
Details of the terms of the agreement for each executive director are set out
below:
Date of current service agreement Length of Service from Notice period by Company (months) Notice period by director (months)
Name
D Hazelwood 1 November 2024 6 January 2020 6 months 6 months
N O'Reilly 1 November 2024 6 January 2020 6 months 6 months
The Non-Executive Directors of the Company have been appointed by letters of
appointment. Each Non-Executive Director's term of office is expected to run
for two three-year periods and thereafter, with the approval of the Board,
will continue subject to periodic retirement and re-election or termination or
retirement in accordance with the terms of the letters of appointment.
The details of each non-executive director's current terms are set out below
Notice period by Company (months) Notice period by director
Date of letter of appointment Current term (years) (months)
Name
S Rothschild 6 January 2020 6 3 months 3 months
T Hughes 1 November 2023 6 3 months 3 months
K O'Reilly 1 November 2023 6 3 months 3 months
Consideration of Shareholder Views
The Board considers shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company's annual policy on
remuneration.
The Annual Report on Remuneration
Single figure of remuneration for Directors (audited) 2024
The table below sets out a single figure for the total remuneration received
for the last two financial years by each Executive and Non-Executive Director
who served in the year ended 31 December 2024:
2024 £ Salaries and short-term benefits Long Term Incentive Awards Post-Employment Benefits Total Total Total
Fixed Variable Single Figure
Salary/Fee Taxable Benefits Bonus Share Based Payment 1. Pension Total
Executive Directors
D Hazelwood 104,167 - - 11,938 - 104,167 11,938 116,105
N O'Reilly 36,667 - - 11,938 - 36,667 11,938 48,605
M Smith - - - 2,388 - - 2,388 2,388
Total Executive 140,834 - - 26,264 - 140,834 26,264 167,098
Non- Executive Directors
A K Sener - - - 11,938 - - 11,938 11,938
S Rothschild 12,000 - - 2,388 - 12,000 2,388 14,388
K Asling - - - 2,388 - - 2,388 2,388
T Hughes 12,000 - - 1,650 - 12,000 1,650 13,650
K O'Reilly 12,000 - - 4,037 - 12,000 4,037 16,037
Total Non- Executive 36,000 - - 22,401 - 36,000 22,401 58,401
Total Directors 176,834 - - 48,665 - 176,834 48,665 225,499
Single figure of remuneration for Directors (audited) 2023
2023 £ Salaries and short-term benefits Long Term Incentive Awards Post-Employment Benefits Total Total Total
Fixed Variable Single Figure
Salary/Fee Taxable Benefits Bonus Share Based Payment 1. Pension Total
Executive Directors
D Hazelwood 75,000 - - 11,938 - 75,000 11,938 86,938
M Smith 20,833 - - 2,388 - 20,833 2,388 23,221
Total Executive 95,833 - - 14,326 - 95,833 14,326 110,159
Non- Executive Directors
A K Sener - - - 11,938 - - 11,938 11,938
S Rothschild 12,000 - - 2,388 - 12,000 2,388 14,388
N O'Reilly 20,000 - - 11,938 - 20,000 11,938 31,938
K Asling 10,000 - - 2,388 - 10,000 2,388 12,388
T Hughes 2,000 - - 275 - 2,000 275 2,275
K O'Reilly 2,000 - - 1, 230 - 2,000 1,230 3,230
Total Non- Executive 46,000 - - 30,157 - 46,000 30,157 76,157
Total Directors 141,833 - - 44,483 - 141,833 44,483 186,316
Directors Beneficial Share Interests - audited
The beneficial interests in the Company's shares of the Directors and their
families were as follows:
Held at 31 December 2024 Held at 31 December 2023
Ordinary Shares Ordinary Shares Ordinary Shares
No Post-Consolidation Equivalent No Pre Consolidation No
D Hazelwood 255,389 185,467 4,636,666
S Rothschild 24,000 13,333 333,333
N O'Reilly 83,737 13,333 333,333
On 10 May 2024, D Hazelwood purchased 150,000 Ordinary Shares (6,000 post
consolidation equivalent). On 13 May 2024, N O'Reilly purchased 179,529
Ordinary Shares pence each (7,181 post consolidation equivalent). On 30 July
2024, D Hazelwood exercised conversion rights attaching to £56,000 of
convertible loan notes and was issued 63,922 Ordinary Shares. On 1 August
2024, N O'Reilly exercised conversion rights attaching to £50,000 of
convertible loan notes and was issued 57,073 Ordinary Shares.
The following share options and warrants were issued to directors to subscribe
for Ordinary Shares. The number of share options and warrants are shown after
the Share Consolidation.
Held at Held at Held at
31 December 31 December 31 December
2024 2024 2023
Post Consolidation Pre Consolidation
Management Options (August 2021)
D Hazelwood 50,000 1,250,000 1,250,000
N O'Reilly 50,000 1,250,000 1,250,000
S Rothschild 10,000 250,000 250,000
K O'Reilly 4,000 100,000 100,000
Options held by former directors 70,000 1,750,000 1,750,000
184,000 4,600,000 4,600,000
Management Options (November 2023)
K O'Reilly 24,000 600,000 600,000
T Hughes 24,000 600,000 600,000
48,000 1,200,000 1,200,000
On 20 August 2021, the Company announced the grant of 4,600,000 options to the
Panther management team consisting of directors and staff members. All the
options have a 5-year term from the date of grant and an exercise price of 15p
per share. The options all are subject to the vesting condition of the price
of the Company's ordinary shares at a volume weighted average price of 30p per
share over any period of 120 trading days during the life of the options.
On 1 November 2023, the Company announced the grant of 1,200,000 options to
new directors T Hughes and K O'Reilly. All the options have a 5-year term from
the date of grant and an exercise price of 6p per share. K O'Reilly is also in
receipt of 100,000 options relating to the August 2021 grant.
Review of past performance- Alignment of reward and Total Shareholder Return:
This graph shows a comparison the Company's total shareholder return (share
price growth plus dividends- converted so like for like post consolidation)
with that of the FTSE 350 Mining Index. The FTSE 350 Mining Index was selected
as it provides a comparison of the Company's performance relative to the other
companies in its sector.
Chief Executive's single figure of remuneration and variable pay outcomes
The table below shows the Chief Executive's single figure of remuneration and
variable pay outcomes over the same period as the graph above
2020 2021 2022 2023 2024
D Hazelwood
£ £ £ £ £
CEO Single Figure of Remuneration 1. 79,998 77,585 86,938 86,938 116,105
Annual Bonus nil nil nil nil nil
Share Based payments vesting (% of maximum) 100% 100% 100% 100% 100%
1.Awards within the CEO Single Figure of Remuneration are captured in the year
that performance periods have ended, i.e., when they vest. 2020 figure:
relates to 100% of the warrants granted on 9 January 2020 which vested on the
same date. 2019 figure: relates to 100% of the warrants granted on 22 July
2019 which vested on the same date. 2018 figure: relates to 100% of the
warrants granted on 22 July 2019 which vested on the same date. The value of
all these awards has been calculated using the share price at date of
introduction to the Main Market as NEX prices are not an appropriate
reflection of value.
CEO Pay Ratio
UK reporting regulations require companies with 250 employees or more to
publish information on the pay ratio of the Group CEO to UK employees. The
Company does not have any employees and therefore is not required to publish
this information.
Relative Importance of Spend on Pay
The table below illustrates a comparison between directors' total remuneration
to distributions to shareholders and loss before tax for the financial period
ended 31 December 2024:
Distributions to shareholders Total Operational
director pay cash outflows
£ £ £
Year ended 31 December 2024
nil 225,499 291,541
Total director remuneration includes fees for directors in continuing
operations.
Operational cash outflow has been shown in the table above as cash flow
monitoring and forecasting in an important consideration for the Board when
determining cash-based remuneration for directors and employees.
Approved on behalf of the Board of Directors.
Tracy Hughes
Chair of the Remuneration Committee
28 April 2025
Opinion
We have audited the financial statements of Panther Metals PLC (the "Parent
Company") and its subsidiaries (the "Group") for the year ended
31 December 2024 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Statement of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the Consolidated and
Company Statements of Cash flows, the notes to the financial statements, which
include a summary of significant accounting policies and other explanatory
information. The financial reporting framework that has been applied in in the
preparation of the Group and Parent Company financial statements is applicable
law and UK adopted international accounting standards.
In our opinion, the Consolidated and Parent Company financial statements:
- give a true and fair view of the state of the Group's and of the Parent
Company's affairs as at 31 December 2024 and of the Group's loss for the
year then ended;
- have been properly prepared in accordance with UK adopted international
accounting standards; and
- have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities for the
audit of the financial statements section of our report.
We remain independent of the Group and the Parent Company in accordance with
the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as applied to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services
prohibited by that standard were not provided to the Group or the Parent
Company.
We were first appointed as auditor by the audit committee on 20 March 2020 to
audit the financial statements for the year ending 31 December 2019 and
subsequent financial periods. The Group engagement partner is required to
rotate every 5 years and therefore Domenico Maurello has taken over as the
engagement partner for the year ended 31 December 2024.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements which indicates that
the Group will need to raise further funds in order to meet its budgeted
overhead costs and planned project expenditure and to enable the Group and
Parent Company to continue as going concerns. Although the Parent Company has
successfully raised finance until this point, this does not provide assurance
that they will be able to continue to do so in the future.
As discussed in note 1.2, these conditions, along with the other matters
discussed in that note, indicate the existence of a material uncertainty which
may cast significant doubt about the Group's and the Parent Company's ability
to continue as a going concern and that they may not be able to realise their
assets and discharge their liabilities in the normal course of business. Our
opinion is not modified in respect of this matter.
We have concluded that the Directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate based
on our audit work which included:
· Review and analysis of the Group's cash flow forecast,
considering historical experience of the accuracy of management's forecasts;
· Review and assessment of the validity of income and costs
included within the cash flow forecast, agreeing these to other evidence
obtained during the course of our audit;
· Obtaining details of post year end fundraising, loan notes
conversion, agreed to supporting documentation including bank statements;
· Discussions with the Directors concerning their strategy to
ensure the availability of funding to the Group to meet its future
requirements; and
· Reviewing and considering the adequacy of the disclosure within
the financial statements relating to the Directors' assessment of the
suitability of the going concern basis of preparation.
Both our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of this
report.
Our approach to the audit
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for the Group and the
Parent Company. This enabled us to form an opinion on the consolidated
financial statements.
As part of the design of our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular,
we looked at areas where the directors made subjective judgements, for example
in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole, taking
into account an understanding of the structure of the Parent Company, its
activities, the accounting processes and controls, and the industry in which
they operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement. During the audit we reassessed and re-evaluated audit risks
and tailored our approach accordingly. The audit testing included substantive
testing on significant transactions, balances and disclosures, the extent of
which was based on various factors such as overall assessment of the control
environment, the effectiveness of controls and the management of specific
risk.
We communicated with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identified
during the audit.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. This is not a
complete list of all risks identified by our audit.
Key audit matter How our scope addressed this matter
Valuation and impairment of exploration and evaluation assets
Exploration and evaluation assets (E&E) shall be assessed for impairment In accordance with IFRS 6 we reviewed the exploration and evaluation (E&E)
when facts and circumstances suggest that the carrying amount of an assets for indication of impairment. Our audit procedures included, but were
exploration and evaluation assets may exceed its recoverable amount per IFRS not limited to:
6. Determining whether impairment indicators exist involves significant
judgement by management, including considering specific impairment indicators
prescribed in IFRS 6.
We reviewed and challenged the directors' assessment that there were no
indicators of impairment present.
Management have assessed the exploration and evaluation assets for impairment
under IFRS 6 and concluded that no such indicators existed at the balance
sheet date. We obtained evidence that claims and licences remain valid and are in good
standing.
There is a risk that unidentified impairment indicators may exist, and that
the carrying value of the E&E assets may not be fully recoverable. We confirmed that there is an ongoing plan to develop assets.
The Group's accounting policy is set out under "impairment of exploration and Based on our review, no indicators of impairment were identified and,
evaluation assets" in note 1.7 to the financial statements. therefore, the facts and circumstances do not suggest that the carrying value
amount of the E&E assets exceeds the recoverable amount. Therefore, we
are satisfied that no impairment is required.
Valuation and impairment of intercompany balances
The company has a highly material intercompany debtor balance with its Our audit procedures included but were not limited to the following:
subsidiary, Panther Metals (Canada) Ltd ("Panther Canada"). There is a risk
that, if the exploration and evaluation assets require impairment, then the
recoverable amount of the intercompany balance may be below its carrying
value. We reviewed the directors' assessment that there were no indicators of
impairment present and critically challenged any assumptions used.
Through our audit work on the exploration and evaluation assets, we did not
identify any inappropriate capitalisation or potential indicators of
impairment.
We reviewed the financial information for Panther Canada and noted that it was
in a net liability position as at 31 December 2024. This indicated that they
would not be in a position to repay the intercompany balance. Therefore, we
raised an audit adjustment to provide £230,008 against this intercompany debt
in the Parent's standalone financial statements.
The directors agreed with this assessment and subsequently agreed to adjust
the financial statements to ensure that the carrying amount of the debtor did
not exceed its recoverable amount.
There were no further indicators of impairment to suggest that the remaining
intercompany debtor balance of £2,013,399 would not be recoverable.
All key matters above have been discussed with the Audit Committee.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined the materiality for the Group to be £42,000 which is based on
the key indicator, being net assets, and therefore our materiality has been
based on net assets. This is a change from the benchmark used previously as
this is determined to be more consistent with the benchmark useful to the
users of the financial statements. We have set a mid range benchmark of 2%.
Parent Company materiality was calculated on the same basis and set to
£49,000, capped at £21,000 for group reporting.
Performance materiality
Our procedures on account balances and disclosures were performed to a lower
threshold, performance materiality, to reduce the aggregation risk of
individually immaterial misstatements On the basis of our risk assessment,
together with our assessment of the company's control environment, our
judgement is that performance materiality for the Group financial statements
should be 70% of materiality, amounting to £29,000.
The performance materiality set for each component is based on the relative
scale and risk of the component to the Group as a whole and our assessment of
the risk of misstatement at that component. In the current year performance
materiality allocated to components was £26,000 for Panther Metals (Canada)
Ltd and £14,000 for Panther Metals PLC.
We reported to the Audit Committee any identified misstatements exceeding
£2,100 for the Group and £2,450 for the Company, in addition to other
identified misstatements that required disclosure based on qualitative
grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report other than the
Consolidated and Parent Company financial statements and auditor's report
thereon. Our opinion on the Consolidated and Parent Company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the Consolidated and Parent Company financial
statements, or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Group's compliance with the provisions of the UK
Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following element of the Corporate Governance Statement is materially
consistent with the financial statements, or our knowledge obtained during the
audit:
· Directors' statement with regards the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified as set out on page 23 and 39;
· Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why the period is appropriate
as set out on pages 2 to 29;
· Directors' statement on fair, balanced and understandable as set
out on page 41;
· Board's confirmation that it has carried out a robust assessment
of the emerging and principal risks as set out on pages 22 to 23;
· The section of the annual report that describes the review of
effectiveness of risk management and internal control systems as set out on
page 39; and;
· The section describing the work of the audit committee as set out
on page 30.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set
out on page 41, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group and Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or Parent company or to cease operations, or have no
realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue a Report of the Auditors that includes our
opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the Group and parent company and the sector in
which they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained
our understanding in this regard through discussions with management and
application of our cumulative audit knowledge and experience of the
industry.
We determined the principal laws and regulations relevant to the Group and
parent company in this regard to be, but were not limited to, those arising
from local licensing laws, Isle of Man Companies Act, Listing Rules,
employment law, health and safety legislation. We focused on laws and
regulations that could give rise to a material misstatement in the financial
statements.
We designed our audit procedures to ensure the audit team considered whether
there were any indications of non-compliance by the Group and parent company
with those laws and regulations. Our tests included, but were not limited to:
· enquiries of Board of Management regarding known or suspected
instances of non-compliance with laws and regulations;
· enquiries with external legal counsel;
· review of financial statement disclosures;
· review of legal expenditure accounts to understand the nature of
the expenditure;
· a review of minutes of Board of Management meetings throughout
the year;
· obtaining an understanding of the control environment in place to
prevent and detect irregularities; and
· a review of regulated news service announcements.
As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included
but were not limited to: the testing of journals, reviewing accounting
estimates for evidence of bias: and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error. Because of the inherent limitations of an
audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be less likely
to become aware of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the audit If the financial
statements is located on the Financial Reporting (http://porting) Council's
website at www.frc.org.uk/auditorsresponsibilities. This description forms
part of our Report of the Auditors.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with section 80C of the Companies Act 2006. Our audit work has been undertaken
so that we might state to the company's members those matters we are required
to state to them in a Report of the Auditors and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Domenico Maurello (Senior Statutory Auditor)
for and on behalf of Keelings Limited, Statutory Auditor
Chartered Tax Advisers and Chartered Certified Accountants
Broad House
1 The Broadway
Old Hatfield
Herts
AL9 5BG
28 April 2025
Notes Year ended Year ended
31 December 31 December
2024 2023
£ £
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (821,926) (454,330)
Share-based payment charge 17 (152,991) (76,856)
Loss on termination of exploration projects 8 (180,462) -
Realised and unrealised gains/losses on investments 9 - (171,393)
(1,051,189) 1,029,694
Realised and unrealised gains/losses on investments held for sale 10
Operating loss (2,206,568) 327,115
Finance costs 14 (5,848) (57,931)
, ,
Profit/ (Loss) before taxation (2,212,416) 269,184
Taxation 6 - -
Profit/(Loss) for the period (2,212,416) 269,184
Other comprehensive income - -
Total comprehensive profit/( loss) for the period (2,212,416) 269,184
Profit/ (Loss) attributable to:
Equity holders of the company:
Continuing operations (2,212,416) 269,184
Discontinuing operations - -
(2,212,416) 269,184
Basic profit/ (loss) per share (pence) 7 (56.50)p 0.290p
Diluted profit/ ( loss) per share (pence) 7 (56.50)p 0.199p
The notes on pages 64 to 89 form an integral part of these financial
statements.
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
Notes 2024 2023 2024 2023
£ £ £ £
Non-current assets
Exploration and evaluation assets 8 2,281,726 1,883,466 19,440 19,440
Investments 9 - - 1 1
Total non-current assets 2,281,726 1,883,466 19,441 19,441
Current assets
Held for Sale Investments 10 631,270 2,253,008 631,270 2,253,008
Receivables 11 104,795 58,829 2,042,105 1,955,478
Cash at bank and in hand 12 17,536 66,120 16,197 59,254
Total current assets 753,601 2,377,957 2,689,572 4,267,740
Total assets 3,035,327 4,261,423 2,709,013 4,287,181
Current liabilities
Trade and other payables 13 (613,916) (134,358) (157,685) (125,955)
Loan Notes 14 (172,500) (406,500) (172,500) (406,500)
Total Current Liabilities (786,416) (540,858) (330,185) (532,455)
Net current assets/(liabilities) (32,815) 1,837,099 2,359,387 3,735,285
Non-current liabilities
Provision for deferred consideration 15 (137,715) (163,620) (137,715) (163,620)
Total liabilities (924,131) (704,478) (467,900) (696,075)
Net assets 2,111,196 3,556,945 2,241,113 3,591,106
Capital and reserves
Called up share capital 16 6,944,341 6,330,665 6,944,341 6,330,665
Share-based payment reserve 17 567,740 591,097 567,740 591,097
Retained losses (5,400,885) (3,364,817) (5,270,968) (3,330,656)
Total equity 2,111,196 3,556,945 2,241,113 3,591,106
The financial statements of Panther Metals PLC, registered number 009753V
(Isle of Man), were approved by the board of directors and authorised for
issue on 28 April 2025. They were signed on its behalf by:
D Hazelwood
Chief Executive Officer
The notes on pages 64 to 89 form an integral part of these financial
statements.
Group Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
Notes 2024 2023 2024 2023
£ £ £ £
Cash flows from operating activities
Operating Loss (2,206,568) 327,115 (1,880,806) 379,408
Adjusted for:
Share-based payment charge 17 152,991 76,856 152,991 76,856
Loss on termination of exploration projects 8 180,462 - - -
Realised and unrealised gains/losses on investments 9 - 171,393 - 171,393
Realised and unrealised gains/losses on investments held for sale 10 1,051,189 (1,029,694) 1,051,189 (1,029,694)
Foreign exchange 111,818 29,577 (11,692) (7,861)
(Increase)/decrease in receivables (46,516) 92,040 (316,635) (149,961)
Increase/(decrease) in payables 465,083 (35,375) 16,348 (4,937)
Net cash used in operating activities (291,541) (368,088) (988,605) (564,796)
Investing activities
Cash proceeds from sale of Big Bear to Fulcrum Metals PLC - 200,000 - 200,000
Proceeds from the sale of held for sale investments 10 570,548 29,269 570,548 29,269
Cash spent on exploration activities (702,591) (193,920) - -
Net cash generated from/(used in) investing activities (132,043) 35,349 570,548 229,269
Financing activities
Proceeds from issuing shares 16 375,000 - 375,000 -
Proceeds from issuing debt 14 - 350,000 - 350,000
Net cash generated from financing activities 375,000 350,000 375,000 350,000
Net increase/ (decrease) in cash and cash equivalents (48,584) 17,261 (43,057) 14,473
Cash and cash equivalents at beginning of year 66,120 48,859 59,254 44,781
Cash and cash equivalents at end of year 17,536 66,120 16,197 59,254
The notes on pages 64 to 89 form an integral part of these financial
statements.
Group Share Share Total
capital based payment reserve £
£ £ Retained
Notes losses
£
Balance at 1 January 2023 6,330,665 514,241 (3,634,001) 3,210,905
Profit for the year - - 269,184 269,184
Total comprehensive profit for the year - - 269,184 269,184
Other transactions
Options issued 17 - 44,486 - 44,486
Warrants issued 17 - 32,370 - 32,370
Balance at 31 December 2023 6,330,665 591,097 (3,364,817) 3,556,945
Loss for the year - - (2,212,416) (2,212,416)
Total comprehensive loss for the year - - (2,212,416) (2,212,416)
Equity Transactions
Issue of equity via placing 16 375,000 - - 375,000
Conversion of convertible loan notes 16 238,676 - - 238,676
Other transactions
Options issued 17 - 47,232 - 47,232
Warrants issued 17 - 105,759 - 105,759
Warrants forfeited 17 - (176,348) 176,348 -
Balance at 31 December 2024 6,944,341 567,740 (5,400,885) 2,111,196
The notes on pages 64 to 89 form an integral part of these financial
statements.
Company Share Share Total
capital based payment reserve £
£ £ Retained
Notes losses
£
Balance at 1 January 2023 6,330,665 514,241 (3,652,133) 3,192,773
Profit for the year - - 321,477 321,477
Total comprehensive profit for the year - - 321,477 321,477
Other transactions
Options issued 17 - 44,486 - 44,486
Warrants issued 17 - 32,370 - 32,370
Balance at 31 December 2024 6,330,665 591,097 (3,330,656) 3,591,106
Loss for the year - - (2,116,660) (2,116,660)
Total comprehensive loss for the year - - (2,116,660) (2,116,660)
Equity Transactions
Issue of equity via placing 16 375,000 - - 375,000
Conversion of convertible loan notes 16 238,676 - - 238,676
Other transactions
Options issued 17 - 47,232 - 47,232
Warrants issued 17 - 105,759 - 105,759
Warrants forfeited 17 - (176,348) 176,348 -
Balance at 31 December 2024 6,944,341 567,740 (5,270,968) 2,241,113
The notes on pages 64 to 89 form an integral part of these financial
statements.
1 Accounting policies
1.1. Basis of preparation
Panther Metals PLC is a public limited company incorporated in the Isle of
Man.
The consolidated financial statements of Panther Metals PLC and its
subsidiaries (together, "the Group") are presented as required by the
Companies Act 2006 (Isle of Man). As permitted by that Act, the financial
statements have been prepared in accordance with UK adopted International
Accounting Standards.
The financial statements have been prepared on the historical cost basis. The
principal accounting policies that have been adopted by the Company in the
preparation of these financial statements are set out below and have been
consistently applied to all periods presented.
1.2. Going concern
The Company successfully issued equity of £375,000 in the year ended 31
December 2024. As a junior exploration company, the Directors are aware that
the Company must seek funds from the market in the next 12 months to meet its
investment and exploration plans and to maintain its listing status. A
successful fundraising presents a material uncertainty that may cast doubt on
the Group's ability to continue to operate as planned and to pay its
liabilities as they fall due for a period not less than twelve months from the
date of this report.
As at the year-end date the Group had total cash reserves of £17,536 (2023:
£66,120). The directors are aware of the reliance on fundraising within the
next 12 months and the material uncertainty this presents but having reviewed
the Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group was unable
to continue in operation.
1.3. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiary undertaking. The results of subsidiaries
acquired or disposed of during the year are included in the consolidated
income statement from the effective date of acquisition or up to the effective
date of disposal, as appropriate.
All business combinations are accounted for using the acquisition method of
accounting.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by
other members of the Group. All intra-group transactions, balances, income and
expenses are eliminated in full on consolidation.
1.4. Foreign currencies
Functional and presentation currency
The consolidated financial statements are presented in Pounds Sterling, which
is the Group's presentation currency and the functional currency of the
holding company Panther Metals PLC.
Items included in the financial statements of the subsidiaries are measured
using the currency of the primary economic environment in which the entity
operates (the 'functional currency').
The functional currency of Panther Canada is the Canadian Dollar (CAD) which
is the currency of the environment in which the subsidiary operates.
Transactions and balances
The assets and liabilities of the Company's foreign operations are translated
at exchange rates prevailing on the date of the accounts. Income and expense
items are translated at exchange rates ruling at the date of the transactions.
Exchange differences arising, if any, are classified as income or as expenses
in the period in which they arise.
1.5. Tax
Income tax expense represents the sum of the tax currently payable and
deferred tax. The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported comprehensive income
statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are not taxable
or tax deductible. The Group's liability for current tax is calculated using
tax rates (and tax laws) that have been enacted or substantively enacted in
countries where the Group and its subsidiaries operate by the end of the
financial period.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in
an obligation to pay more, or a right to pay less or to receive more tax, with
the following exceptions:
Deferred tax assets are recognised only to the extent that the Directors
consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing differences
can be deducted. Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
1.6. Exploration and evaluation assets
Exploration and evaluation assets represent the cost of acquisitions by the
Group of rights and licences. All costs associated with the exploration and
investment are capitalised on a project-by-project basis, pending
determination of the feasibility of the project. Costs incurred include
appropriate technical and administrative expenses, but not general overheads
and these assets are not amortised until technical feasibility and commercial
viability is established.
Any deferred contingent consideration payable in relation to acquisitions of
licences or options under the exploration projects is recognised at fair value
at the acquisition date. Subsequent changes to the fair value of the
contingent consideration, which is deemed to be an asset or liability, are
recognised either in the profit and loss account or in other comprehensive
income, in accordance with IAS 39.
Deferred and contingent consideration amounts payable in the next or
subsequent financial years are discounted to present value with year-on-year
changes reflected in the profit and loss account. Amounts payable based on the
ultimate success of an exploration project are only recognised when there is a
legal obligation in relation to the acquisition agreement, the amount can be
reliably estimated and there is a strong likelihood of the amount being
payable.
If an exploration project is successful, the related expenditures will be
transferred to mining assets and amortised over the estimated life of the
reserve. Where a licence is relinquished or a project abandoned, the related
costs are written off. The recoverability of all exploration and development
costs is dependent upon the discovery of economically recoverable reserves,
the ability of the Group to obtain necessary financing to complete the
development of reserves and future profitable production or proceeds from the
disposition thereof.
1.7. Impairment of exploration and evaluation assets
The carrying values of capitalised exploration and evaluation assets are
assessed for impairment if fact and circumstances indicate that the carrying
amount exceeds the recoverable amount and
sufficient data exists to evaluate technical feasibility and commercial
viability. If any indication of
impairment exists, an estimate of the asset's recoverable amount is
calculated. The recoverable amount is determined as the higher of the fair
value less costs of disposal and the asset's value in use. If the carrying
amount of the asset exceeds its estimated recoverable amount, the asset is
impaired, and an impairment loss is charged to the Statement of comprehensive
income to reduce the carrying amount to its estimated recoverable amount.
If individual claims/ cells are abandoned for one reason or another, then the
property as a whole will
be considered for impairment. An impairment presumption also exists if no work
has been done on
a claim/ cell in three years. Cash resources are taken into consideration to
justify claim preservation/
renewal in the forthcoming twelve months.
1.8. Investments
Investments in subsidiaries are held at cost less provision for impairment.
Initial recognition of investments is at the fair value of the assets given,
equity instruments issued, and liabilities incurred or assumed.
Investments in associates
An associate is an entity over which the Group is able to exercise significant
influence but not control, generally accompanying a shareholding of between
20% and 50% of the voting rights. The Group's investments in associates are
recognised using the equity method of accounting.
The consolidated profit and loss statement reflects the Group's share of an
associate's loss after tax. Where the Group's share of losses in an associate
exceeds its investment, the Group ceases to recognise further losses unless an
obligation exists for the Group to fund the losses. Where a change in net
assets has been recognised directly in the associate's equity, the Group
recognises its share of those changes in the statement of changes in equity
when applicable. Adjustments are made to align the accounting policies of the
associate with the Group's and to eliminate the Group's share of unrealised
gains and losses on transactions between the Group and its associates.
1.9. Held for Sale Investments
Investment assets intended for disposal are reclassified as 'held for sale'
once all of the following criteria are met:
· the asset is available for immediate sale in its present
condition subject only to terms which are usual and customary for such sales
· the sale must be highly probable i.e.:
· management are committed to a plan to sell the asset
· an active programme has begun to find a buyer and complete the
sale
· the asset is being actively marketed at a reasonable price
· the sale is expected to be completed within 12 months of the date
of classification as 'held for sale' and
· the actions needed to complete the plan indicate it is unlikely
that the plan will be dropped or significant changes made to it.
Following reclassification, the assets are measured at the lower of their
existing carrying amount and their 'fair value less costs to sell'. Any
depreciation ceases to be charged. Assets are de-recognised when all material
sale contract conditions have been met.
1.10. Trade and other receivables
Trade and other receivables are carried at original invoice amount less
provision made for impairment of these receivables. A provision for impairment
of trade and other receivables is established when there is objective evidence
that the Company will not be able to collect all amounts due according to the
original terms of the receivables. The amount of the provision is the
difference between the assets' carrying amount and the recoverable amount.
Provisions for impairment of receivables are included in the income statement.
1.11. Trade and other payables
Trade and other payables represent liabilities for goods and services provided
to the Company prior to the financial year, which are unpaid. Current
liabilities represent those amounts falling due within one year.
1.12. Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. A financial liability is derecognised
when the associated obligation is discharged or cancelled or expires.
1.13. Equity instrument
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all its liabilities. Equity instruments
issued by the Group are recognised as the proceeds received, net of direct
issue costs. The costs of an equity transaction are accounted for as a
deduction from equity to the extent they are incremental costs directly
attributable to the equity transaction that would otherwise have been avoided.
The Company's Ordinary Shares are classified as equity instruments and are
shown within the share capital and the share premium reserves.
1.14. Share based payments and Warrants
The Group operates equity-settled, share-based schemes, under which the Group
receives services from employees or third-party suppliers as consideration for
equity instruments (options and warrants) of the Group.
The fair value of the third-party suppliers' services received in exchange for
the grant of the options is recognised as an expense in the Income Statement
or charged to equity depending on the nature of the service provided.
The value of the employee services received is expensed in the Income
Statement and its value is determined by reference to the fair value of the
options granted: - including any market performance conditions; - excluding
the impact of any service and non-market performance vesting conditions (for
example, profitability or sales growth targets, or remaining an employee of
the entity over a specified time period); and - including the impact of any
non-vesting conditions (for example, the requirement for employees to save).
The Group classifies instruments issued as financial liabilities or equity
instruments in accordance with the substance of the contractual terms of the
instruments. The warrants issued (as outlined in note 17) are classified as
equity instruments. The fair value of the share options and warrants are
determined using the Black Scholes valuation model, considering the terms and
conditions upon which the options or warrants were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share
options that are likely to vest. The share-based payments reserve is used to
recognise the value of equity-settled share-based payments, see to note 17 for
further details.
1.15. New IFRS standards and interpretations
The Group has adopted the following new IFRS standards for the year beginning
on 1 January 2024
• IAS 1 Amendments regarding the classification of liabilities, Amendments
regarding the disclosure of accounting policies, and Amendments regarding the
classification of debt with covenants;
• IAS 7 and IFRS 7 Amendments regarding supplier financial arrangements;
• IFRS 16 Amendments to clarify how a seller-lessee subsequently measures
sale and leaseback transactions;
There has been no material impact from the adoption of new standards,
amendments to standards or interpretations which are relevant to the Group.
1.16. New accounting standards, amendments and interpretations that
are issued but not yet applied by the Group
Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for the following accounting periods
and which the Group has chosen not to adopt early.
The following amendments are effective for the annual reporting period
beginning 1 January 2025:
· Lack of Exchangeability (Amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates)
The following amendments are effective for the annual reporting period
beginning 1 January 2026:
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)
· Contracts Referencing Nature-dependent Electricity (Amendments to
IFRS 9 and IFRS 7)
The following amendments are effective for the annual reporting period
beginning 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is currently assessing the impact of these new accounting standards
and amendments. Apart from IFRS 18 the Group does not expect any other
standards issued by the IASB, but are yet to be effective, to have a material
impact on the Group.
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing
new requirements that will help to achieve comparability of the financial
performance of similar entities and provide more relevant information and
transparency to users. Management is currently assessing the detailed
implications of applying the new standard on the Group's consolidated
financial statements.
2 Critical accounting estimates and judgements
The preparation of financial statements in conformity with UK adopted
International Accounting Standards, requires the use of accounting estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Although these estimates are based on
management's best knowledge of current events and actions, actual results
ultimately may differ from those estimates.
Share-based payments
The Company issued share options to certain Directors and to professional
advisers. The Black-Scholes model is used to calculate the appropriate cost
for these options. The use of this model to calculate a cost involves using
several estimates and judgements to establish the appropriate inputs to be
entered into the model, covering areas such as the use of an appropriate
interest rate and dividend rate, exercise restrictions and behavioural
considerations. A significant element of judgement is therefore involved in
the calculation of the cost. The Directors Remuneration report refers to the
Growth Reward Scheme put in place on 1 November 2024 for Darren Hazelwood and
Nicholas O'Reilly. This has not been accounted for in the financial statements
for the year ended 31 December 2024 due to the proximity of the implementation
of the scheme to the year end.
Exploration and evaluation assets
The fair value of the Dotted Lake Project licences and the Obonga Greenstone
Project licences cannot be reliably estimated. The licence areas are at the
very early stages of exploration and whilst historical data, geophysics,
exploration of the surrounding area and other mining operations along the
greenstone belt exist, until any mineral deposits are fully understood the
directors cannot determine its fair value reliably. The directors have
therefore chosen to value the licences by reference to the equity instruments
granted and measured at the date of acquisition.
The Group determines that exploration costs are capitalised at the point the
Group has a valid exploration licence. The future recoverability of
capitalised exploration and evaluation expenditure is dependent on several
factors, including the level of potential resources and whether the Group's
licences remain in good standing.
The directors have considered indicators of impairment as set out in IFRS 6
and do not believe any such conditions exist and therefore they have not
carried out an impairment review.
Where the directors identify indicators of impairment IFRS 6 requires an
impairment test to be carried out in accordance with IAS 36. To the extent
that it is determined in the future that this capitalised expenditure should
be impaired, this will reduce profits and net assets in the period in which
this determination is made.
The directors believe that there are no other areas that involve a high degree
of judgement or complexity, or areas where assumptions and estimates are
significant to these financial statements.
3 Segmental information
Continuing activities- Panther Canada
Obonga Project
· Total Area: 291 km(2)
· Prospective for: Base Metals (Copper, Zinc, Lead, Nickel)
and Precious Metals (Gold, Silver and Platinum Group Metals) with Energy
Mineral (Lithium, Graphite) potential.
Panther Metals acquired the Obonga Greenstone Belt in July 2021, identifying
four prospective primary targets: Wishbone, Awkward, Survey and Ottertooth. A
successful Phase 1 drilling campaign at Wishbone in Autumn 2021 revealed the
presence of significant VMS-style mineralised systems on the property - the
first such discovery across the entire greenstone belt. A Phase 2 drilling
campaign took place at Wishbone in Autumn 2022 and again revealed the presence
of a second significant VMS-style mineralised system.
Awkward is a highly anomalous magnetic target, interpreted to be a layered
mafic intrusion and magmatic conduit based on mapped geology and airborne
geophysics.
Two additional named targets, Survey and Ottertooth, both display further
coincident magnetic and electromagnetic anomalies and are adjacent to the
contact between intrusive and extrusive mafic rocks.
A successful Phase 2 drilling campaign took place at Survey, Wishbone and
Awkward in Autumn 2022 and resulted in the discovery of a second VMS on the
Obonga project. The Survey Prospect is confirmed as a new VMS. At the Wishbone
VMS System drilling has given further wide massive sulphide intersections and
high-grade zinc intersections. At Awkward the latest round of diamond drilling
outlined potentially significant intersections of near-surface crystalline
'flake' graphite.
On 2 February 2023, the Company reported that the results from the latest
round of diamond drilling confirmed the discovery of an VMS mineral system at
the Obonga Project. The Survey Prospect is confirmed as a new VMS. In
addition, at the Wishbone VMS System, drilling has given further wide massive
sulphide intersections and Zn intersections of up to 11.65% Zn. The latest
round of diamond drilling outlined potentially significant intersections of
near surface crystalline 'flake' graphite at the Obonga Project, Awkward
Prospect.
On 12 May 2023, the Company announced the acquisition, through staking, of 171
additional mining claims that are directly contiguous to the Obonga Project
and which provide coverage of exploration ground considered highly prospective
for critical metals on the northwest corner of the Obonga greenstone belt.
On 1 February 2024, the Company announced it had submitted an Exploration
Permit application for additional drilling following the discovery of VMS base
metal mineralisation on the Wishbone Prospect at the Company's Obonga
Project located on the Obonga Greenstone Belt in northern Ontario. The
Exploration Permit application has been submitted in collaboration
with Broken Rock, and concerns planned work within 19 single cell mining
claims in the Kashishibog Lake Area and Uneven Lake Area administrative
regions. The submitted application covers a planned series of up to 39 diamond
core drill holes and associated down-hole geophysics surveys spread across the
Wishbone Prospect in the centre-west of the Obonga area. The Wishbone
application supplements Exploration Permit PR-22-000116 which covers work
through to 14 July 2025 at Obonga's Survey VMS discovery, and the Ottertooth
and Silver Rim prospect areas.
On 2 April 2024, the Company announced the Awkward East Exploration Permit
Application, followed by the Awkward West Exploration Permit Application on
the 22 April 2024. The Awkward East application covers a planned series of up
to 21 diamond core drill pads and associated down-hole and surface geophysics
surveys spread across the Awkward East application area on the eastern side of
the Obonga Project. The Awkward East application covers a total area of 7.25
km2 and the claims covered by the Purchase Agreement announced on 29 December
2023. The Awkward West Exploration Permit Application concerns 21 claims and
covers ground prospective for graphite deposits as well as intrusive hosted
platinum group elements, to the west and south of the Awkward East application
area. The Awkward West submitted application covers a planned series of up to
31 diamond core drill pads and associated down-hole and surface geophysics
surveys.
On 24 May 2024, the Company announced the commissioning of a high-resolution
drone magnetic geophysics survey over three VMS prospect areas including the
Wishbone Prospect, the Survey Prospect and the Ottertooth Prospect. On 30 May
2024 the Company announced the appointment of a Thunder Bay based geological
consultancy in relation to graphite focussed exploration work.
On 1 July 2024, the Company announced an update for both the VMS and graphite
focussed work streams. Detailing that geophysical survey contractor Pioneer
Exploration Consultants Ltd. had completed the unmanned aerial vehicle high
resolution airborne magnetic geophysical surveys over the Survey, Ottertooth
and Silver Rim prospect areas. Concurrent to the geophysical survey work,
Bayside Geoscience Inc conducted graphite focussed ground exploration work on
the Awkward prospect areas, they successfully traversed and mapped five
separate regions along strike and parallel to Panther's graphite drill
discovery and the conductive plate modelling targets based on the regional
electromagnetic geophysical data. The Bayside work has mapped out metavolcanic
and metasedimentary rock packages constrained by gabbroic intrusives that are
orientated strike parallel to the conductive plates.
On 19 July 2024 the Company announced the receipt of Exploration Permit
PR-24-000076 covering the Awkward West Prospect, it is valid through to 17
July 2027 and allows for a comprehensive programme of works over the Awkward
West area which includes both the 730m long 'Trend 3' graphite target and the
Awkward magmatic feeder conduit target focused on a
nickel-copper-platinum-palladium discovery.
Dotted Lake Project Background: Critical Mineral Potential
· Total Area: 36.9 km(2)
· Prospective for: Base Metals (Nickel, Cobalt, Copper, Zinc)
and Precious Metals (Gold, Silver, and Platinum Group Metals)
· Arrangement: Fully owned
Panther Metals acquired the Dotted Lake Project in July 2020, it is
situated approximately 16km from Barrick Gold's renowned Hemlo Gold Mine. An
extensive soil programme conducted in 2021 identified numerous gold and base
metal targets, all within the same geological footprint. Following the
installation of a new trail providing direct access to the target location, an
initial drilling programme in Autumn 2021 confirmed the presence of gold
mineralisation within this system with anomalous gold continuing along strike
and present within the surrounding area.
In June 2021, Panther Metals contracted the experienced Thunder
Bay based Fladgate Exploration Consulting Corporation to undertake a soil
geochemistry sampling programme over a 1.60km by 0.85km target area. The soil
geochemistry survey was designed to build out and in-fill the westerly strike
extensions of high-grade gold mineralisation intersected by historical
trenching undertaken by a previous licence holder in 2010 (Tr-10-4) and as
confirmed during Panther Metals' reconnaissance sampling (gold up to 18.9g/t
Au) announced 5 November 2020. The soil survey provided important geochemical
coverage of target structures outlined by Panther's airborne geophysical
survey (see Figures 4 & 5) and delineated a 1.3km long shear-related gold
anomaly striking westward from the site of Panther's Dotted Lake drill
hole. A total of 18 multi-element anomalies were also identified including
areas of very strong nickel in soil.
On 22 February 2021, Panther Metals announced the receipt of the processed
high-resolution Airborne TDEM and Mag geophysics survey data and associated
maps and report over the Dotted Lake Property on the north limb of
the Schreiber-Hemlo greenstone belt in Ontario, Canada. Prospectair
Geosurveys had conducted the helicopter 818 line-km survey over a series of
seven flights between 9-11 December 2020. A total of 138 geophysical
anomalies were identified by the survey, with high priority anomalies
prioritised for follow-up ground investigation.
On 27 June 2023, the Company provided an exploration permitting update for the
Dotted Lake property in the Province of Ontario Canada. Panther have submitted
a comprehensive exploration and drill permit application (number PR-23-000215)
that covers 57 claim cells on the north and northwest side of our 100%.
On 10 July 2024 the Company announced the appointment of Abitibi Geophysics
Ltd. ("Abitibi") a well-respected Canada headquartered international
geophysical survey company, to provide geophysical modelling services for the
Dotted Lake Project.
In advance of a planned ground geophysical survey Abitibi have been
undertaking three-dimensional (3D) inversion modelling and advanced processing
(CET Grid Analysis) of the airborne high-resolution magnetic and time-domain
electromagnetic ("TDEM") geophysical data resulting from the Prospectair
Geosurvey Inc ("Prospectair") survey flown for Panther in 2020.
On 22nd July 2024 the Company announced the receipt of Exploration Permit
PR-23-000215 covering a series of work and drilling at Dotted Lake (Table 3).
The permit is valid through to 17 July 2027 and allows for a comprehensive
programme of critical mineral discovery focussed works on the highly
prospective intrusive linked nickel-copper-cobalt and Platinum Group Metal
targets in the north-east of the Dotted Lake project area
On 17 October the Company announced that Platinum Diamond Drilling Inc. had
been contracted to undertake a critical mineral focussed Phase 1 diamond
drilling programme and associated access trail logistics. The drilling
programme focussed on the discovery of nickel (Ni), cobalt (Co), copper (Cu),
gold (Au) and platinum group element ("PGE") bearing sulphide mineralisation
associated with the mafic-ultramafic intrusive complex in the north-east of
the Dotted Lake Project area and comprises six planned holes for approximately
1,200m diamond core drilling and will test an initial four target areas
On 21 October the Company announced a concurrent 1,000 sample geochemistry
soil survey had commenced at Dotted Lake, performed by Bayside Geoscience Inc.
The survey comprises an extension and infill sampling to Panther's soil survey
grid completed in 2021 which yielded significant nickel (Ni), cobalt (Co),
copper (Cu), gold (Au) and platinum group element ("PGE") anomalies.
On 9 December 2024 the Company provided an updated on a drilling programme at
its Dotted Lake Project. Notably Phase 1 of the Diamond Drilling Programme had
successfully completed the drill testing of the initial Target Areas C, D, E
& F, with a total of 1,558m, an increase of 30% on the proposed 1,200m,
drilled across five holes.
On 30 December 2024 the Company announced an update on its drilling results at
its Dotted Lake Project, the 100% owned exploration property situated on the
north limb of the Schreiber-Hemlo Greenstone Belt in Ontario, Canada. Notably,
the first batch of assay results from the Phase 1 Diamond Drilling Programme
comprising downhole intersections from drillhole DL24-001 returned highly
anomalous gold, silver, zinc and base metal assays at Target D on the southern
shore of Lampson Lake. Drill core assay results are by ALS Laboratories
methods ME-MS61r (4 acid multielement package) and PGM-ICP23 (Pt, Pd and Au by
fire assay and ICP-AES finish).
3 Segmental information (continued)
Manitou Lakes Project
· Total Area: 123.4 km(2) located upon the Archean age
Eagle-Manitou-Wabigoon Greenstone Belt in northwestern Ontario.
· Prospective for: Precious Metal (Gold)
· Arrangement: Option and sale and purchase agreement with Shear
Gold Exploration Corporation
On 3 May 2023 the Company announced the award of Exploration Permit
PR-23-000024 (the "Permit") for drilling at the Manitou Lakes Project
("Manitou Lakes" or the "Project") in Ontario, Canada. The Permit, which is
valid through to 24 April 2026, covers the Barker Prospect on the West Limb
area of the Project and allows for ground and down-hole geophysics, bedrock
stripping and up to 23 drill holes over an area encompassing 7 mining claims.
On 27 September 2023 the Company announced the acquisition by staking of 19
additional single cell mining claims ("Claims"), covering circa 415 hectares
(4.15km2). The Claims comprise two blocks of ground, the Scattergood Lake
block and Beaverhead Island block, that are directly contiguous to the Manitou
Lakes Project and which provide additional coverage of exploration ground
considered highly prospective for gold.
On 1 November 2023 the Company announced the commencement of the inaugural
Manitou Lakes Project diamond drilling programme which is targeting gold
mineralisation at the Glass Reef Target.
The planned diamond drilling programme has been designed to test a linear gold
in soil anomaly delineated in the vicinity and along strike of the historical
Glass Reef Mine which worked a quartz gold stockwork between the 1890s and
1912. The current planned programme will encompass up to six diamond drill
holes over a 300m strike length.
On 5 December 2023, the Company announced the successful conclusion of the
inaugural drilling programme with 5 holes for 503 metres of diamond core
drilling successfully completed at the Glass Reef target.
On 28 June 2024 the Company announced an update for the Manitou Lakes
Project where the inaugural diamond drilling has confirmed gold
mineralisation in four of the five holes drilled at the Glass Reef Target. The
drilling was a follow‐up on the widespread anomalous gold in soil and rock
sampling values in Panther's geochemical survey over the historical Glass
Reef Mine area.
On 18 September 2024, the Company announced the termination of the option and
sale and purchase agreement with Shear Gold Exploration Corporation dated 7
April 2022 pursuant to which the Company had agreed with to purchase a
substantial claim holding including the West Limb and Glass Reef gold
properties, on the Eagle - Manitou Lakes Greenstone Belt in Ontario, Canada.
As at 31 December 2024 the exploration and evaluation asset totalled
£2,262,286 (2023: £1,883,466) relating to project expenditure. In the
financial years to 31 December 2023 and 2022 Panther Canada did not record any
turnover and recorded a loss of £197,053 (2023: £10,003) attributable to
administrative costs and the write down of all project expenditure in relation
to the Manitou Lakes project. All other expenses were capitalised and held as
evaluation and exploration assets in accordance with the Group's accounting
policy.
3. Segmental information (continued)
Geographical segments
The Group's assets and liabilities are split by geographic location in the
table below.
As at 31 December 2024
Canada Isle of Man Group
£ £ £
Total assets 2,339,713 2,709,013 3,035,327
Total liabilities (2,305,043) (467,900) (924,131)
Net assets/ (liabilities) 34,670 2,241,113 2,111,196
As at 31 December 2023
Canada Isle of Man Group
£ £ £
Total assets 1,889,323 4,287,181 4,261,423
Total liabilities (1,924,491) (696,075) (704,478)
Net assets/ (liabilities) (35,168) 3,591,106 3,556,945
4. Operating loss
Year ended Year ended
31 December 31 December
2024 2023
£ £
Operating loss has been arrived at after charging:
Loss/ (gain) on foreign exchange 118,818 46,878
Auditors remuneration - audit fees 28,000 24,000
,
5. Employees
There were no employees of the Group during the year. Director's remuneration
is separately disclosed in the Director's Remuneration Report on page 43 to
51.
6. Taxation
The Company is incorporated in the Isle of Man which
has a corporation tax rate of 0%. During the year ended 31 December 2021,
Company registered for tax in the UK. The tax on profit/(loss) for the year is
calculated at the standard rate of corporation tax in the UK of 25% (2023:
25%). The tax charge for the year is £nil (2023: £nil).
The actual charge for the year can be reconciled to the
expected charge for the year based on the profit or loss and the standard rate
of tax as follows:
Year ended Year ended
31 December 31 December
2024 2023
£ £
Profit/(loss) before tax (1,940,312) 321,477
Corporation tax at the standard rate (485,078) 80,369
Effect of unrelieved tax losses carried forward (485,078) (80,369)
Total tax charge/ (credit) - -
There is an unrecognised deferred tax asset as at 31
December 2024 of £494,678 (2023: £162,102) which in view of the trading
results, is not considered by the directors to be recoverable in the short
term. The applicable tax rate is 25% which was substantially enacted under UK
legislation and would be the rate applicated when the asset reverses.
7. Earnings/ (Loss) per share
On 13 June 2024, the Company announced that at its Annual General Meeting held
on 13 June 2024, inter alia, a resolution was passed which approved the
consolidation of 92,822,307 existing ordinary shares ("Existing Ordinary
Shares") of no-par value on a 25 into 1 basis, such that every 100 Existing
Ordinary Shares are consolidated into 4 ordinary shares. As a result of the
approval of the Share Consolidation, the Company had 3,712,309 new Ordinary
Shares in issue.
The basic loss per share for the period of (56.50) p (2023: 0.290p original
EPS, 7.25p restated EPS) is calculated by dividing the loss for the period by
the weighted average number of Ordinary Shares in issue of 3,915,632 (2023:
92,822,307 Ordinary Shares, restated 3,712,892).
There are 1,420,242 potentially issuable shares all of which relate to share
options issued to Directors and professional advisers under option, options
issued as part of acquisitions and warrants issued as part of placings and the
issuance of debt (see note 14), the weighted average number of potential
Ordinary Shares in issue is 5,335,874 (2023: 134,738,465 Ordinary Shares,
5,389,539 restated). Due to the losses in the year ended 31 December 2024, the
diluted loss per share is anti-dilutive and therefore has been kept the same
as the basic loss per share of (56.50) p per share (2023: diluted earnings per
share is 0.199p, 4.99p restated).
8. Exploration and evaluation assets
Group Panther Canada Panther Total
PLC
£ £
Net book value
At 1 January 2024 1,864,026 19,440 1,883,466
Additions 702,591 - 702,591
Termination of option at Manitou Lakes (180,462) - (180,462)
Foreign exchange (123,869) - (123,869)
At 31 December 2024 2,262,286 19,440 2,281,726
Canada- Dotted Lake Project
During the year ended 31 December 2023 expenditure on the project amounted to
£1,961 and related to geological consultancy. During the year ended 31
December 2024 expenditure on the project amounted to £492,372 and related to
the Autumn drilling programme, rock sampling, core processing and soil
sampling costs, the purchase of geological software and geological
consultancy.
Canada- Obonga Greenstone Belt Project
During the year ended 31 December 2023 expenditure on the project amounted to
£57,653 and related to geological consultancy, staking, core processing,
warehousing, claims management and reporting and helicopter surveys. During
the year ended 31 December 2024 expenditure on the project amounted to
£183,140 and related to helicopter surveys, drone surveys, and geological
consultancy.
Canada- Manitou Lakes Project
During the year ended 31 December 2023 expenditure on
the project amounted to £87,654 relating the Autumn drilling programme and
geological consultancy, claims management and reporting. In 2024 project
expenditure relating to sampling and geological consultancy related to
£27,079. On 18 September 2024, the Company announced the termination of the
option and sale and purchase agreement with Shear Gold Exploration Corporation
dated 7 April 2022 and all project expenditure incurred was written off to the
income statement.
Panther Metals PLC
The Company directly holds a small amount of exploration and evaluation assets
in projects in Queensland and Mauritania. The technical feasibility and
commercial viability of extracting a resource are not yet demonstrable in the
above exploration and evaluation assets. When technical feasibility and
commercial viability is established, and the criteria is met they will be
transferred to Property, Plant and Equipment.
9. Investments
Company
Investments
£
At 1 January 2023 1,044,644
Panther Australia loss on associate (171,393)
Panther Australia foreign exchange gain 2,790
Panther Australia reclassification of associate as held for sale investment (876,040)
At 31 December 2023 and 31 December 2024 1
On 11 December 2023 the Company announced its entire holding in ASX listed
Panther Metals Ltd was released from escrow and became free trading. At this
point the entire holding stated in the table above was reclassified as a held
for sale investment (see note 10). The Company recognised the share of its
losses in the associate and then reclassified the investment as held for sale.
The Company's investments at the balance sheet date comprise ownership of the
ordinary share capital of the following companies:
Subsidiary Ownership Country of Incorporation Nature of business
Lonnus (M) Sdn Bhd 100% Malaysia Dormant
Panther Metals (Canada) Ltd 100% Canada Exploration
The subsidiary companies use the Company's business address of Eastways
Enterprise Centre,
7 Paynes Park, Hitchin, Hertfordshire, SG5 1EH as their registered office.
10. Investments Held for Sale
Investments Held for Sale Fulcrum Metals plc Panther Metals Limited Total
£ £ £
Net book value
At 1 January 2024 1,610,888 642,120 2,253,008
Disposals in the period (369,608) (642,120) (1,011,728)
Fair value loss of investment held for sale (610,010)
(610,010) -
At 31 December 2024 631,270 - 631,270
Fulcrum Metals plc
On 10 February 2023, the Company noted that Fulcrum Metals plc had announced
the successful pricing of an IPO and conditional placing of 17,142,857
ordinary shares in the capital of Fulcrum Metals plc to raise gross proceeds
of approximately £3 million. As a result, Panther held a total of 9,971,839
ordinary shares in Fulcrum Metals plc representing a 20% interest in the
entire issued share capital of Fulcrum Metals plc, valuing Panther's interest
at £1.745 million at the Fulcrum Placing Price. In addition, Panther held a
total of 714,286 warrants exercisable at 17.5 pence with a two-year life from
the date of Admission and a further 476,190 warrants exercisable at 26.25
pence with a three-year life.
On 12 March 2024 the Company announced the sale of 2,346,717 ordinary shares
of 1p each on 11 March 2024 at an average price of 15.2 pence per Ordinary
Share. The sale realised proceeds of £356,701 with a loss of £48,676
recognised in relation to the disposal. Following the sale, Panther holds
7,625,122 Ordinary Shares representing 15.26% of the Fulcrum issued share
capital. The position in relation to the warrants remained unchanged.
Pursuant to the sale, on 11 March 2024 the Company entered into a new
lock-in agreement with Fulcrum, Allenby Capital and Clear Capital, thereby
imposing a hard lock-in period on the Panther Shares to 15 May 2025 and the
orderly market provision on the Panther Shares for a year thereafter through
to 15 May 2026. The provisions apply to the existing Ordinary Shares and any
Ordinary Shares allotted and issued to or subsequently acquired by Panther
during the locked-in period described in the New Agreement.
As at 31 December 2024, the investment in Fulcrum Metals plc of the 7,625,122
shares continued to be classed as held for sale on the basis that the ordinary
shares can be sold within the next 12 months and has been valued at the market
price of the ordinary shares as at that date being 7.75 pence and the warrants
on the same value as was recognised on inception. The difference between the
market value of the retained holding as at 31 December 2023 and as at 31
December 2024 of £610,010 has been recognised in the income statement in the
period.
Panther Metals Limited
On 11 December 2023 the Company announced its entire holding in ASX listed
Panther Metals Ltd was released from escrow and became free trading. At this
point the entire holding of 20,000,001 shares was reclassified as a held for
sale investment on the basis that the ordinary shares can be sold within the
next 12 months. During the year ended 31 December 2024 the Company's entire
holding was disposed of as follows:
o On 31 May 2024, the Company announced the sale of 1,131,446 shares for a
total aggregate amount of $55,615, approximately £28,935 sterling. The
loss on disposal amounted to £7,391 and has been recognised in the income
statement.
o On 1 October 2024, the Company announced the sale of 645,249 shares for a
total aggregate amount of $19,273, approximately £9,954 sterling. The loss
on disposal amounted to £12,520 and has been recognised in the income
statement.
o On 11 October 2024, the Company announced the sale of 18,223,306 shares
for a total aggregate amount of $421,328, approximately £219,000 sterling.
The loss on disposal amounted to £372,593 and has been recognised in the
income statement.
The total loss on held for sale investments amounted to £392,504 for Panther
Metals Limited and £658,685 for Fulcrum Metals PLC with a total of
£1,051,189 recognised in the income statement.
11. Receivables
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one period
Amounts due from subsidiaries - - 2,013,399 1,915,081
Prepayments 13,716 30,294 13,716 30,294
Other receivables 91,079 28,535 14,990 10,103
104,795 58,829 2,042,105 1,955,478
12. Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank.
13. Trade and other payables
Group
Company
As at As at As at As at
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£ £ £ £
Trade payables 507,187 74,331 85,627 65,928
Accruals 90,076 36,311 55,405 36,311
Deferred consideration (note 15) 16,653 23,716 16,653 23,716
613,916 134,358 157,685 125,955
14. Convertible Loan Note and Loan Notes
Group
Company
As at As at As at As at
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£ £ £ £
Current Liabilities payable within 1 year
Amount due to Convertible Loan Note Holders (Aug 2023) - 234,000 - 234,000
Amount due to Loan Note Holders (November 2023) 172,500 172,500 172,500 172,500
172,500 406,500 172,500 406,500
On 31 August 2023, the Company announced that it has raised in
aggregate £200,000 (before expenses) by the issue of 17% unsecured
convertible loan notes with a 12-month maturity and possible early conversion
and warrants attached on a one-for-one basis with an exercise price of 5.5
pence each. The features of the convertible loan notes are as follows:
· The conversion price of each Convertible Loan Note is 4.1 pence
per ordinary share.
· The Convertible Loan Notes are convertible at the option of the
Company into such number of ordinary shares in the capital of the Company as
is the product of dividing the amount of an individual holder's Convertible
Loan Notes and accrued interest by 4.1 pence.
· The Warrants are attached to the Convertible Loan Notes on a
one-for-one basis at an exercise price of 5.5 pence each (see note 17).
On 20 November 2023, the Company announced the issue of 15% unsecured loan
notes with a 12-month maturity and warrants attached on a one-for-one basis
with an exercise price of 3.3 pence. As and when the warrants are converted
the value of those warrants will be subtracted from the outstanding loan
balance owed by the Company.
The Company has determined that both debt instruments are liabilities as the
Company has an obligation to deliver cash or another financial asset that it
cannot avoid. The presentation of the debt as at 31 December 2023 fully
accrues interest due on the debt (£34,000 for the Convertible Loan Note and
£22,500 for the loan notes respectively) as early settlement is at the
determination of the Company but on a 12 month maturity basis.
The conversion of the Convertible Loan Notes is at the determination of the
Company rather than the loan note holder (reverse convertible loan notes) and
is for a fixed number of shares. As at 31 December 2023 the intention was to
settle in cash. The Company therefore determined that at the balance sheet
date, any equity component of the Convertible Loan Notes would have a value of
£nil. However, during 2024 the Company opted to convert the Convertible
Loan Notes into equity (see note 16).
The November 2023 Loan Note Holders agreed to carry over the loan notes into
2025 (see note 21 for subsequent treatment and conversion into equity).
15. Provision for Deferred Consideration
Group
Company
As at As at As at As at
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£ £ £ £
Current Liabilities payable within 1 year
Amount due to Broken Rock 16,653 17,787 16,653 17,787
Amount due to Aki Siltamaki - 5,929 - 5,929
16,653 23,716 16,653 23,716
Non-Current Liabilities
Amounts due to Broken Rock 137,715 163,620 137,715 163,620
154,368 187,336 154,368 187,336
On 2 August 2021, the Company announced the acquisition of 1,128 claims,
constituting an almost exclusive exploration holding over the Obonga
Greenstone Belt located approximately 80km north of the Lac Des Iles Mine and
160km north of Thunder Bay in the Province of Ontario Canada. The
acquisition of claims, consolidating Panther Canada's new Obonga Project,
results from an agreement with Broken Rock Resources Ltd and Panther's own
claim staking strategy which provides the Company with control of an important
mineral belt with identified and permitted high prospectivity drill-ready base
and precious metal targets. Consideration for the Broken Rock transaction
consisted of CAD$50,000 in cash, 228,925 Panther shares credited as fully
paid, the right to receive deferred consideration comprising four tranches
of CAD$30,000 in cash each payable within 30 days of the annual anniversary of
the acquisition agreement, followed by a final payment of CAD$250,000 in cash
payable within 30 days of the fifth anniversary of the date of the acquisition
agreement and 1.5% NSR royalty (which has provision for Panther to reduce the
royalty to 1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther also awarded 500,000 share options with an exercise price
of 13p per share and a life of five years.
In November 2021, the Company agreed a deal with Aki
Siltamaki to take an option on four further properties on the Obonga
greenstone belt to supplement its landholding in the area. The headline
consideration was CAD$30,000 upfront and an ongoing payment of CAD $10,000 per
year for the three consecutive years of the agreement and the final payment of
CAD $200,000. The final payment is contingent on success in the ground.
A deferred consideration liability has been recognised as there are no
conditions attached to these payments. The amounts payable over time have been
discounted to present value. Each year the liability is increased by the
interest rate used in the discounting calculation with subsequent increases
expensed to finance costs.
During the year ended 31 December 2024, payments of CAD$30,000 and CAD$10,000
were made to Broken Rock and Aki Siltamaki respectively and £1,172 (2023:
£1,431) was recognised in finance costs.
16. Share capital
The table below presents the number of new Ordinary Shares after each equity
transactions that occurred in the year ended 31 December 2024 and the
comparative period to 31 December 2023.
Number of new Ordinary shares Share
Capital
No £
Allotted, issued and fully paid:
As at 1 January 2024 92,822,310 6,330,665
Placing on 23 May 2024 8,333,334 375,000
As at 12 June 2024 101,155,644 6,705,665
25 to 1 share consolidation on 13 June 2024 4,046,226 6,705,665
Conversion of Convertible Loan Notes 232,854 238,676
As at 31 December 2024 4,279,080 6,944,341
No shares were issues in the year ended 31 December 2023.
Placing
On 23 May 2024 the Company announced the completion of a placing raising
£375,000 (before expenses) by the issue of 8,333,334 new ordinary shares at a
price of 4.5 pence. Each Placing Share was issued with one warrant attached
entitling the holder to subscribe for one new ordinary share at a price of 7.5
pence with a life of 36 months from the date of Admission.
Share Consolidation
On 13 June 2024, the Company announced that at its Annual General Meeting held
on 13 June 2024, inter alia, a resolution was passed which approved the
consolidation of 92,822,310 existing ordinary shares ("Existing Ordinary
Shares") of no par value on a 25 into 1 basis, such that every 100 Existing
Ordinary Shares are consolidated into 4 ordinary shares. As a result of the
approval of the Share Consolidation, the Company had 3,712,892 new Ordinary
Shares in issue.
The announcement on 13 June 2024 reflected the number of shares in issue prior
to the May 2024 Placing as this was the figure stated in the Company's AGM
notice. The table above shows the position reflecting the issue of the May
placing shares which were then consolidated at the time of the approval of the
share consolidation at the Annual General Meeting on 13 June 2024.
Convertible Loan Note Conversions
On 30 July 2024 the Company announced that it received notification on 28 July
2024 that Darren Hazelwood, the chief executive officer of the Company, had
exercised the conversion rights attaching to the £56,000 of convertible loan
notes held by him in respect of principal and accrued interest of £9,520. As
a consequence, Mr Hazelwood was issued with 63,922 new ordinary shares of no
par value in the capital of the Company at a price of £1.025 per ordinary
share. The ordinary shares were admitted on 5 August 2024.
On 1 August 2024 the Company announced that it received notification on 31
July 2024 that Nicholas O'Reilly, the executive chairman of the Company, had
exercised the conversion rights attaching to the £50,000 of convertible loan
notes held by him in respect of principal and accrued interest of £8,500. As
a consequence, Mr O'Reilly will be issued with 57,073 new ordinary shares of
no par value in the capital of the Company at a price of £1.025 per Ordinary
Share. The ordinary shares were admitted on 8 August 2024.
On 6 November 2024 the Company announced that it received notification that
the remaining convertible loan note holders had exercised their conversion
rights attaching to the (£60,987) of convertible loan notes held by them in
respect of principal and interest due (which includes a 4.25% extension
premium). As a consequence, the remaining holders will be issued with 59,500
new ordinary shares of no par value in the capital of the Company at a price
of £1.025 per Ordinary Share. The ordinary shares were admitted on 11
November 2024.
On 25 November 2024 the Company announced that it received notification that
the remaining convertible loan note holders had exercised their conversion
rights attaching to the (£53,668) of convertible loan notes held by them in
respect of principal and interest due (which includes a 4.25% extension
premium). As a consequence, the remaining holders were issued with 52,360 new
ordinary shares of no par value in the capital of the Company at a price of
£1.025 per ordinary share. The ordinary shares were admitted on 28 November
2024.
17. Share based payment transactions
Equity settled share-based payments
On 31 August 2023, the Company announced that it has raised in aggregate
£200,000 (before expenses) by the issue of 17% unsecured convertible loan
notes with a 12-month maturity and possible early conversion and warrants
attached on a one-for-one basis with an exercise price of 5.5 pence each. The
Warrants are attached to the Convertible Loan Notes on a one-for-one basis at
an exercise price of 5.5 pence each.
On 1 November 2023, the Company announced that it has issued 1,200,000
management options to Tracy Hughes and Katherine O'Reilly at the exercise
price of 0.06p with a 5-year life.
On 20 November 2023, the Company announced the issue of 15% unsecured loan
notes with a 12-month maturity and warrants attached on a one-for-one basis
with an exercise price of 3.3 pence.
On 23 May 2024 the Company announced the completion of a placing raising
£375,000 (before expenses) by the issue of 8,333,334 new ordinary shares at a
price of 4.5 pence. Each Placing Share was issued with one warrant attached
entitling the holder to subscribe for one new ordinary share at a price of 7.5
pence with a life of 36 months from the date of Admission.
During the year the 2021 Placing Warrants and both sets of 2023 Loan Notes
warrants expired. The warrants were therefore cancelled and the previous
charges credited to the share-based payment reserve with a transfer in equity
in the Statement of Changes in Equity.
The Directors Remuneration report refers to the Growth Reward Scheme put in
place on 1 November 2024 for Darren Hazelwood and Nicholas O'Reilly. This has
not been accounted for in the financial statements for the year ended 31
December 2024 due to the proximity of the implementation of the scheme to the
year end and its minimal effect on the financial statements.
17. Share based payment transactions (continued)
Options and warrants issued, cancelled and outstanding at the year end
Pre Consolidation Post Consolidation
(see note 16) (see note 16)
1 Jan 2024 At Weighted average exercise At Weighted average exercise
31 December 31 December
2024 2024
No of options No of options price No of options price
Issued Cancelled (pence) (£)
Obonga options 500,000 - - 500,000 0.13 20,000 3.25
Management options 4,600,000 - - 4,600,000 0.15 184,000 3.75
Placing Warrants- Sept 2021 5,250,000 - (5,250,000) - - - -
Placing Warrants- Aug 2022 - 0.085 2.13
20,872,726 20,872,726 834,909
Loan Note Warrants- August 2023 4,878,048 - (4,878,048) - - - -
Loan Note Warrants- November 2023 4,615,385 - (4,615,385) - - - -
Management Options- November 2023 1,200,000 - - 1,200,000 0.060 48,000 1.50
Placing warrants- May 2024 - 8,333,334 - 8,333,334 0.075 333,333 1.88
41,916,159 8,333,334 (14,743,333) 35,506,060 0.50 1,420,242 12.51
Options and warrants outstanding and exercisable at the year end
Post consolidation of options, vested and exercisable Post consolidation exercise price (£) Weighted average contractual life Expiry date
(years)
Obonga options 20,000 3.25 1.59 2 August 2026
Management options- August 2021 3.75 22 August 2026
184,000 1.64
Placing Warrants- August 2022 834,909 2.13 0.63 18 August 2025
Management Options- November 2023 1 November 2028
48,000 1.50 3.84
Placing warrants- May 2024 333,333 1.88 2.39 23 May 2027
A Black-Scholes model has been used to determine the fair value of the share
options and warrants on the date of grant. The model assesses several factors
in calculating the fair value. These include the market price on the date of
grant, the exercise price of the share options, the expected share price
volatility of the Company's share price, the expected life of the options, the
risk-free rate of interest and the expected level of dividends in future
periods.
For those options granted where IFRS 2 "Share-Based Payment" is applicable,
the fair values were calculated using the Black-Scholes model. The inputs into
the model were as follows:
Date of grant Risk free rate Share price volatility Expected Share price
life at grant date
Obonga options- August 2021 0.66% 55% 5 years 0.1363
Management options- August 2021 0.77% 55% 5 years 0.1175
Placing Warrants- August 2022 54% 0.0535
3.67% 3 years
Management Options- November 2023 43% 0.0340
5.49% 5 years
Placing warrants- May 2024 55% 0.4075
4.31% 3 years
The total charge to the consolidated statement of comprehensive income for the
year to 31 December 2024 was £152,991 (2023: charge of £76,856).
18. Financial instruments
The following financial instruments were held at the balance sheet date:
Group
Company
As at As at As at As at
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£ £ £ £
Financial assets
Held for sale investments 631,270 2,253,008 631,270 2,253,008
Amounts due from related parties - - 2,013,399 1,915,081
Other receivables 91,079 28,535 14,990 10,103
Cash and cash equivalents 17,536 66,120 16,197 59,254
739,885 2,347,663 2,675,856 4,237,446
Financial liabilities
Trade payables 507,187 74,331 85,627 65,929
Accruals 90,076 36,311 55,405 36,311
Deferred consideration 154,368 187,336 154,368 187,336
Loan notes 172,500 406,500 172,500 406,500
924,131 704,478 467,900 696,076
Financial risk management objectives
In the normal course of its operations the Group is exposed to a variety of
risks from both its operating and investing activities. The Group's risk
management is coordinated by the Board of Directors and focuses on actively
securing the Group's short to medium term cash flows.
The main risks the Group is exposed to through its financial instruments are
capital management risk, credit risk, market risk and liquidity risk.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders through the
optimisation of the equity balance. The capital structure of the Group
consists of equity attributable to equity holders consisting of issued share
capital, reserves and retained losses as disclosed in the Statement of
Financial Position.
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a
financial instrument fails to meet its contractual obligations. The Company
has borrowings outstanding from its subsidiaries, the ultimate realisation of
which depends on the successful exploration and realisation of the Group's
evaluation and exploration assets.
Market risk
The Group will incur exploration costs in Canadian Dollars but it has raised
capital in £Sterling and its banking facilities are based in the UK and
Canada. Fluctuations in exchange rates of Canadian Dollar against £ Sterling
may materially affect the Group's translated results of operations.
The Company does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another and the currencies most widely
traded are relatively stable.
As the Group's activities continue to develop the Board of Directors will
monitor the exposure to foreign currency risk. No sensitivity analysis has
been prepared on the basis that the effects are minimal.
Liquidity risk
Liquidity risk is the risk the Group will not be able to meet its financial
obligations as they fall due. The ultimate responsibility for liquidity risk
management rests with the Board of Directors, which monitors the Company's
short-, medium- and long-term funding and liquidity management requirements.
The Company's liquidity risk arises in supporting the exploration activities
of its subsidiaries whilst also having sufficient resources to maintain the
Company's listing status and overheads.
The Board of Directors maintains detailed working capital forecasts and
exploration budgets to ensure sufficient resources exist to fund the Group's
short-term plans. The Board will seek to raise funds from share capital to
fund its medium to long term plans.
The Group's financial liabilities, consisting of trade and other payables,
were settled within four weeks of the year end.
19. Financial commitments
Dotted Lake Financial Commitments
The project licences held by Panther Canada in respect of Dotted Lake are
subject to minimum spend requirements and to retain the licences the Group is
committed to spend CAD$69,600 in the next 12 months (2023: CAD$51,600).
Obonga Financial Commitments
The project licences held by Panther Canada at Obonga are subject to minimum
spend requirements and to retain the licences the Group is committed to spend
CAD$486,292 in the next 12 months (2023: CAD$441,600).
Operating Lease Commitments
The Company leases its premises in Paynes Park Hitchin under a service
agreement with a 3-month cancellation term giving rise to a potential
financial obligation of £1,912 should the lease be terminated.
20. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. The Group has therefore
elected not to disclose transactions between the Company and its subsidiaries,
as permitted by IAS 24.
Mining Analyst Consulting Limited, a company owned by Nicholas O'Reilly,
charged Panther Canada £30,242 (2023: £20,000) in respect of geological
consultancy services and charged the Company £27,000 (2023: £12,000) in
relation to accounting and consultancy services.
Directors' remuneration is detailed within the Directors' Remuneration Report
on pages 43 to 51. During the year ended 31 December 2024, Directors'
remuneration has been paid to individuals as salaries (through payroll). The
fees paid to Directors were paid to the following service companies (figures
include consultancy fees noted above).
Fees paid to Directors' service companies:
Year ended Year ended
31 December 31 December
2024 2023
Company Name Director
£ £
CoMo Investment Solutions M Smith - 20,833
Mining Analyst Consulting Limited N O'Reilly / 57,242 32,000
K O'Reilly
57,242 52,833
21. Subsequent events
On 20 January 2025 the Company announced the completion of a conditional
placing, confirming it has placed 910,000 ordinary shares of no-par value at a
price of 50 pence raising gross proceeds of £455,000. Each share was
issued with one warrant attached entitling the holder to subscribe for one new
ordinary share at a price of 75 pence. The warrants have a life of 36 months
from the date of Admission. Admission took place on 28 February 2025.
On 12 March 2025 the Company announced it had agreed terms to capitalise its
only outstanding debt facilities, comprising the £150,000 of unsecured
convertible loan notes announced 20 November 2023, which carry an interest
rate of 15%. The Company will settle this liability by the issue of new
ordinary shares with warrants attached, on the same economic terms as the most
recent placing announced on 20 January 2025. Subject to shareholder approval,
the Company will proceed to allot, issue, and admit to listing, a combined
total of 362,250 shares at an issue price 50p (the "Settlement Shares") and
deliver 362,250 warrants with an exercise price of 75p to the former holders
of the loan notes. The warrants will have a life of 3 years and be subject to
an "accelerator" requiring the warrants to be exercised should the Panther
share price exceed £1.50 at any time over a period of 20 trading days
following the date of the issue of the warrants.
On 2 April 2025 the Company held a General Meeting at which, relating to the
allotment, issue, and admission to listing of a combined total of 362,250 new
ordinary shares of no par value each ("Ordinary Shares") at an issue price 50p
(the "Settlement Shares") and delivery of 362,250 warrants with an exercise
price of 75p to the former holders of loan notes, authority was provided from
Shareholders for Panther Metals to issue the Settlement Shares and the new
Ordinary Shares underlying the warrants.
On 3 April 2025 the Company announced an Amending Agreement on the Obonga
project extending the existing agreement for a further 12 months and meaning
that the exploration commitment is now spread over five years; whilst the
original net smelter return royalty is replaced with a gross revenue royalty
equal to 1.5% of the gross value of the sale proceeds actually received by the
royalty payer from activity carried out on the Property. In connection with
the signing of the Amending Agreement the Company allotted and issued 42,070
new ordinary shares (the "Consideration Shares") with a value of Canadian
$30,000 to Broken Rock based on the mid-market closing price of Panther's
ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00.
On 8 April 2025 the Company announced that it sold a total of 7,625,122
ordinary shares of nominal value 1 pence each in the capital of Fulcrum Metals
plc ("Fulcrum") (the "Ordinary Shares") on 7 April 2025, at a price of 3.5
pence per Ordinary Share, for an aggregate amount of £266,879.27 (net of fees
and expenses). The Fulcrum sale constitutes a disposal of Panther's remaining
holding in Fulcrum.
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